Redis Enterprise Cloud Agreement

(Also known as the Redis Cloud Terms of Service or Redis Cloud ToS)

Updated: November 17, 2022

This Redis Enterprise Cloud Agreement (the “Agreement”) is entered into by and between Redis and the Customer identified in the applicable Order Form. This Agreement is effective as of the last signature date of the applicable Order Form. Redis and Customer are each a “Party” and collectively the “Parties.” This Agreement forms a legally binding contract and describes the Parties’ rights and responsibilities. If you are signing the Order Form on behalf of an organization in acceptance of the terms of this Agreement, you represent and warrant that you have the authority to bind that organization.

AppendicesDescription
Appendix 1 – Deployment Under Customer’s Private Cloud AccountIf Customer elects to deploy the Cloud Services under Customer’s private cloud account, the additional provisions in Appendix 1 shall apply.
Appendix 2 – Acceptable Use PolicyAcceptable Use Policy establishing Customer’s obligations in connection with use of the Cloud Services, available at https://redis.com/legal/acceptable-use-policy.
Appendix 3 – Support PolicySupport Services provided by Redis during the applicable Subscription Term are available at https://redis.com/legal/cloud-support-policy.
Appendix 4 – Customer Success Services  Customer Success Services provided by Redis during the applicable Subscription Term (as listed in the corresponding Order Form).  
Appendix 5 – Consulting Services  Consulting Services (if any) provided by Redis during the applicable Subscription Term (as described in a Statement of Work (“SOW”) and/or corresponding Order Form).  

The Parties hereby agree as follows:

1. Definitions.

Capitalized terms not otherwise defined elsewhere in this Agreement will have the following meaning:

Administrator(s) means a person designated by the Customer to have access to the Redis Cloud Services with the authority to administer the Cloud Services and who has an account in their name on www.redis.com.

Affiliate(s) means any company controlling, controlled by or under common control with a party, where control means ownership, directly or indirectly, of the shares of a company representing fifty percent (50%) or more of the voting rights in this company.

Cloud Services mean the generally available Redis Enterprise Cloud service, as set forth in the applicable Order Form. Cloud Services do not include Previews.

Commercial Subscription means a paid or paying subscription to the Cloud Services.

Commitment Period means the period or committed term, as set forth in the applicable Order Form.

Committed Expenditure means the total expenditure committed by the Customer for all Commercial Subscriptions of the Cloud Services during the Commitment Period, as set forth in the applicable Order Form.

Consulting Services has the meaning set forth in Appendix 5.

Customer Data means all data content of any type submitted by or on behalf of Customer to the Cloud Services.

Customer Success Services has the meaning set forth in Appendix 4.

Excess Charges means any usage charges of the Cloud Services beyond the Committed Expenditure during the Commitment Period.

Network Charges means variable network charges associated with Customer’s usage of the Cloud Services.

Program Charge means the cost paid by the Customer for the Committed Expenditure, as set forth in the applicable Order Form.

Order Form means a signed ordering document or form, for the provision of Cloud Services, Customer Success Services and/or Consulting Services.

Redis Content means any content made available to Customer through the Cloud Services, including but not limited to documentation, training guides, and videos.

Services means Support Services, Customer Success Services and Consulting Services.

Service Level Agreement or SLA means the current Cloud Services Service Level Agreement which applies to the Cloud Services, available at https://redis.com/cloud-sla

Shard means a Cloud Services process that can support a certain dataset size (in GBs) at a certain throughput (in ops/sec). Shards are used to size Customer’s workload. 

Software means the software required for providing the Cloud Services.

Subscription Term means the term or period specified in an Order Form and includes the Initial Term and any Renewal Term.

Support Services has the meaning set forth in Appendix 3 and does not include Customer Success Services.

2. Access and Use of the Cloud Services. 

2.1 Access and License. Subject to the terms and conditions of this Agreement and the applicable Order Form, Redis shall, during the applicable Commitment Period, solely for Customer’s business purposes: (a) make the Cloud Services available to Customer, (b) allow Administrators to access Customer’s account in the Cloud Services for administering it, and (c) allow Customer to use any Redis Content. Customer may allow Affiliate to use the Cloud Services and Redis Content on Customer’s behalf provided that Customer is responsible for such Affiliate’s compliance with this Agreement. The Software may include code that is licensed under third party license agreements, including open-source software made available or provided with the Software. Software is licensed and not sold even if for convenience Redis refers to words such as sale or purchase.

2.2 Acceptable Use. Customer must comply with and ensure its Administrators comply with the Acceptable Use Policy in Appendix 2. Customer shall not (and shall not permit others to) do the following with the Cloud Services:  (a) use it in a manner that intentionally circumvents contractual usage restrictions, (b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, timeshare, or otherwise make any of it available for access by third parties except as otherwise expressly provided in an Order Form, (c) access it for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Cloud Services, (d) disassemble, reverse engineer or decompile it, (e) copy, create derivative works based on, or otherwise modify it except as permitted in this Agreement, (f) remove or modify a copyright or other proprietary rights notice in it, (g) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage in a malicious act or disrupt its security, integrity or operation, (h) use it to access without authorization, or disable, any Redis or third-party data, software or network, or (i) use it to send or store any sensitive personally identifiable information, credit card data, personal financial data, sensitive personal data as defined in the European General Data Protection Regulation (EU 2016/679) (“GDPR”), or other such sensitive data.

2.3 Customer Data. Customer grants to Redis, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data, as reasonably necessary for Redis to provide the Cloud Services in accordance with this Agreement. Customer will: (a) be solely responsible for the nature, quality and accuracy of the Customer Data, (b) ensure that the Customer Data complies with the terms of this Agreement and all applicable laws, (c) promptly handle and resolve any notices and claims relating to the Customer Data, and (d) ensure that it has the rights to the Customer Data, in order to grant Redis the rights contemplated by this Agreement. Notwithstanding anything to the contrary, Redis has no liability to Customer or any third party as a result of: (i) any unauthorized disclosure or access to an Administrator’s account or Customer Data as a result of Customer’s or an Administrator’s misuse of the Cloud Services or loss or theft of any Administrator password or username, except to the extent resulting from Redis’ gross negligence or willful misconduct, (ii) any deletion, destruction, damage or loss of Customer Data caused by or at the direction of Customer or an Administrator, or (iii) Customer’s failure to maintain adequate security or virus controls in any devices used to access the Cloud Services. Redis may delete Customer’s usage history and backup data files older than twelve (12) months. Unless otherwise agreed in writing between the parties, Redis will delete Customer’s entire usage history, data files and backup data files within three (3) months of the termination of this Agreement.

2.4 Free Services. Redis may offer Cloud Services at no charge (“Free Services”), provided that such usage is limited to the capacity or time limits designated at: https://redis.com/redis-enterprise-cloud/pricing/.  Redis reserves the right to discontinue the provision of Free Services at any time, without prior notice. Redis may provide support at our discretion for Free Services, however, the Support Services, indemnities, and SLA herein do not apply to Free Services. Customer agrees to use reasonable judgment and follow the Acceptable Use Policy prior to providing any sensitive or confidential information into the Free Services.

2.5 Previews. Redis may offer certain pre-release previews of the Cloud Services (“Previews“), which may be made available to customers directly through the Redis website, or through partner marketplaces. Previews are provided “as-is”, “with all faults”, and “as-available”, may not be used in any of Customer’s production environments, and are excluded from any indemnities provided in this Agreement. Previews may not operate at the level of performance or compatibility of final, generally available products. Redis: (i) is under no obligation to provide Support Services for Previews; (ii) may change or discontinue Previews at any time; (iii) may choose not to release a Preview into general availability. However, Redis may, in its discretion, make reasonable efforts to provide support to certain Previews; and (iv) provides the Previews subject to the applicable limited license terms, and restrictions, included in this Agreement. Previews are provided to Customer for a term of thirty (30) days unless stated otherwise in Customer’s Order Form.

2.6 Suspension. Customer is solely responsible for all activities conducted under its and its Administrators’ usernames on the Cloud Services. Redis may suspend an Administrator’s access and/or account for the Cloud Services or remove or disable any Customer Data if Redis reasonably and in good faith believes there has been a violation of this Agreement (including nonpayment of Service Fees by Customer) or any applicable laws or regulations.  Redis agrees to provide Customer with reasonable notice of any such suspension or disablement before its implementation unless immediate suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Cloud Services or any third party, in which case Redis will notify Customer to the extent possible and/or allowed by applicable law. If Redis has to suspend Customer’s right to access or use any portion or all of the Cloud Services, Customer remains responsible for all Service Fees you have incurred prior to the suspension and you will not be entitled to any credit or refund.

2.7 Upgrades and Fixes. Customer acknowledges that Redis may, in our sole discretion and at any time, upgrade the Cloud Services to incorporate new features, feature updates or bug fixes. Redis cannot provide notice on upgrades relating to Fixed plans of the Cloud Services. An email notice (the “Upgrade Notice”) will be sent regarding upgrades relating to the Flexible plan of the Cloud Services. Customer will have 30 days from the Upgrade Notice date to make the necessary provisions in its deployment environment for supporting the upgrade. If Customer fails to do so, the Redis SLA terms will not be binding after such period, and Customer recognizes and agrees that Redis will not be liable for data loss, availability issues, security issues, or other related issues that would have been mitigated by following the instructions in the Upgrade Notice, and making the necessary provisions. Cloud Services based on older versions will be completely terminated and unavailable 18 months after the Upgrade Notice.

3. Customer Data Security and Data Privacy.

Redis shall: (a) maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Cloud Services and the Customer Data; (b) protect the confidentiality of the Customer Data; and (c) access and use the Customer Data solely to perform its obligations under the Agreement or as otherwise permitted by Customer. These measures will conform with the Redis Technical and Organizational Security Measures (“TOMs”) available at https://redis.com/technical-organizational-measures/.  In no event during the Commitment Period shall Redis materially diminish the protections set forth in the TOMs. The Redis Data Processing Addendum available at https://redis.com/data-processing-addendum (“DPA”) shall apply to Personal Data (as defined in the DPA) contained in Customer Data, to the extent: (i) the GDPR or (ii) other data protection laws and regulations identified in the DPA, apply. Redis, its Affiliates, and applicable contractors, may process business contact information (including, but not limited to, name, address, business telephone, email, and applicable user ID) of Customer, its personnel, Administrators, and other authorized users for applicable business dealings. Where consent by the individuals (or other notice) is required for such processing, Customer will notify and/or obtain such consent. The Redis Privacy Policy available at https://redis.com/legal/privacy-policy/ provides additional information in this respect.

4. Fees and Cloud Service Charges.

4.1 Fees. Customer agrees to pay all fees set forth in all Order Forms or SOWs. Unless otherwise specified in an Order Form or SOW, all fees and other amounts are payable in United States Dollars. Except as specifically set forth in this Agreement, all payment obligations under all Order Forms or SOWs are non-cancelable and all payments made are non-refundable. The fees exclude any applicable taxes. Accordingly, Customer shall pay applicable taxes and similar charges, including sales, usage, excise, and value added taxes. Nothing in this Agreement requires either Party to pay income taxes or similar charges of the other Party. If applicable law requires Customer to withhold any amount from Customer’s payment, Customer will provide Redis with copies of documents related to Customer’s withholding, fully cooperate with Redis in seeking a waiver or reduction of such taxes and promptly complete and file all relevant documents. Overdue payments shall be subject to a late charge of 1.5% per month. Fees for Commercial Subscriptions of the Cloud Services do not include fees related to usage-based infrastructure, or variable network costs. Nothing in the Agreement will require Redis to pay any fees for the use of a third-party payment processing system selected by Customer, and Redis will include any related fees for such system selected by Customer on applicable invoices. Any optional pricing must be explicitly stated in the applicable Order Form.

4.2 Authorizing Payment. By providing a credit card or other payment method accepted by Redis (“Payment Method”) for payment of the Services Fees, Customer is authorizing Redis to charge to the Payment Method the applicable Service Fees at the then Fee Schedule, and any other charges incurred in connection with the use of the Cloud Services, as described above. Customer hereby authorizes Redis to charge a recurring monthly charge based on a signed Order Form or our current Fee Schedule for the Cloud Services.

4.3 Cloud Services Charges. Unless otherwise specified in the applicable Order Form, Redis charges for the Cloud Services in accordance with: (a) Customer’s Committed Expenditure and (b) its actual usage of the Cloud Services. Customer’s Committed Expenditure is charged to Customer’s account prior to the beginning of the Commitment Period. Customer shall pay the Committed Expenditure regardless of its level of use of the Cloud Services. For the avoidance of doubt, Customer shall be liable for the Committed Expenditure in full, even if any of the following events has occurred during the Commitment Period: (i) Customer has ceased to use the Cloud Services for any reason; and/or (ii) Customer has reduced its use of the Cloud Services below the Committed Expenditure. Any Excess Charges are calculated according to Redis’ online price list, as described at https://redis.com/redis-enterprise-cloud/pricing/. Network Charges are charged back-to-back to the applicable cloud provider’s charge to Redis, with respect to Customer’s usage. Network Charges are not applicable for Private Cloud Deployments, where network costs are paid by the Customer directly to the cloud provider. Network Charges are charged to Customer’s account at the beginning of each calendar month with respect to the preceding month, or as otherwise set forth in the applicable Order Form.  

5. Confidential Information.

5.1 Definition. Either Party may disclose Confidential Information to the other Party pursuant to this Agreement. “Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) before or after the Effective Date, shared in any form, and all copies, summaries, and extracts thereof, that are identified as “confidential” at the time of disclosure, or due to the nature of the information, Recipient should reasonably know it to be considered Confidential Information. Confidential Information includes the Agreement terms, and any Orders Form(s). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was known to Recipient free of any confidentiality obligations before receipt; (c) becomes known to Recipient, free of any confidentiality obligations, from a source other than Discloser; and/or (d) is independently developed by Recipient without the use of Discloser’s Confidential Information. 

5.2 Obligations. Recipient will not reproduce, use, disseminate, or disclose Confidential Information to any person or entity, except to its employees and authorized employees, Affiliates, consultants, or advisors (collectively, “Representatives”), who need to know the Confidential Information to further the Purpose and are bound by obligations at least as restrictive as this Agreement before having access to Confidential Information. Recipient is responsible for the acts and omissions of its Representatives under this Agreement. Recipient will not modify, reverse engineer, create other works from, or disassemble any software programs contained in the Confidential Information without Discloser’s written approval. Recipient will treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never less than reasonable care. Recipient will stop the use of and return or destroy all tangible Confidential Information promptly upon request, together with any copies, except as otherwise required by law or pursuant to a bona fide archival or document retention policy. Recipient may disclose Confidential Information: (a) upon Discloser’s written approval; and (b) as necessary to respond to a valid order by a court or governmental body, as required by law, or as necessary to establish the rights of either Party, provided that Recipient promptly notifies Discloser upon receipt of a disclosure order and requests confidential treatment of any affected Confidential Information. Subject to applicable law, Recipient shall comply with its obligations with respect to Confidential Information under this Agreement for five (5) years after termination of the Agreement (except for source code, which must be kept in confidence in perpetuity). Upon written request of the Discloser or at the termination of this Agreement, Recipient will promptly return to Discloser or destroy (or in the case of electronic data, use commercially reasonable efforts to delete or render practicably inaccessible by Recipient) Confidential Information of Discloser.

5.3 Rights. All Confidential Information remains the property of Discloser. Recipient does not receive any license or intellectual property rights to Discloser’s Confidential Information. The Parties agree that the Recipient’s disclosure of Confidential Information, except as provided herein, may result in irreparable injury for which monetary damages may be inadequate. The Parties further agree that in the event of such disclosure or threatened disclosure, the Discloser may be entitled to seek an injunction to prevent the breach or threatened breach, in addition to remedies otherwise available to the Discloser at law or in equity. Notwithstanding anything to the contrary in this Agreement, if the Parties have executed a separate non-disclosure or confidentiality agreement (an “NDA”), this section, to the extent applicable, will supersede and replace such NDA.

6. Ownership, Aggregated Data, and Feedback.

6.1 As between Redis and Customer, all rights, title, and interest in and to all intellectual property rights in the Cloud Services, Previews, Software and Redis Content are owned exclusively by Redis notwithstanding any other provision in this Agreement. Except as expressly provided in this Agreement, Redis reserves all rights in the Cloud Services, Previews, Software and Redis Content and does not grant Customer any rights, express or implied or by estoppel. Redis may inspect Customer’s records relating to its use of the Software for the purposes of verifying compliance with this Agreement for up to one (1) year following termination. As between Redis and Customer, all rights, title, and interest in and to all intellectual property rights in the Customer Data are owned exclusively by Customer notwithstanding any other provision in this Agreement. Except as expressly provided in this Agreement, Customer reserves all rights in the Customer Data and does not grant Redis any rights, express or implied or by estoppel. Redis owns the statistical usage data derived from the operation of the Cloud Services (“Usage Data”). Nothing herein will be construed as prohibiting Redis from utilizing the Usage Data to optimize and improve the Cloud Services or otherwise operate Redis’ business. If Redis provides Usage Data to third parties, such Usage Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer to any third party.Redis encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to Redis’ products and services.  If Customer provides such feedback, Customer grants to Redis a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 11.2 (Assignment)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit feedback (including by incorporation of such feedback into the Software, Cloud Services, or Redis Content) without restriction.

7. Warranty and Disclaimer.

7.1 Cloud Services Warranty. Redis warrants that during the applicable Commitment Period: (a) the Cloud Services will perform materially in accordance with the applicable documentation, (b) Redis shall make commercially reasonable efforts to make the Cloud Services available to Customer 24 hours a day, 7 days a week, every day of each year (except for any unavailability caused by a Force Majeure Event or scheduled maintenance), (c) Redis will employ then-current, industry-standard measures to test the Cloud Services to detect and remediate viruses, Trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Cloud Services, and (d) it owns or otherwise has sufficient rights in the Cloud Services to grant to Customer the rights to use the Cloud Services granted herein. If Customer believes there has been a breach of this warranty, Customer must promptly notify Redis in writing, stating in reasonable detail the nature of the alleged breach. As Customer’s exclusive remedy and Redis’ entire liability for a breach of these warranties, Redis shall use commercially reasonable efforts to correct the non-conforming Cloud Services at no additional charge to Customer. In the event Redis fails to successfully correct the Cloud Services within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Cloud Services and receive a pro-rated refund of the fees pre-paid by Customer for the corresponding unused portion of the Commitment Period. The warranties set forth in this Section shall apply only if the applicable Cloud Services have been utilized in accordance with the documentation, this Agreement (including any Order Forms) and applicable law.

7.2 Mutual Warranty. Each Party represents and warrants that this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement enforceable against the other Party in accordance with its terms.

7.3 Disclaimer. EXCEPT AS PROVIDED IN THIS WARRANTY SECTION AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE CLOUD SERVICES, REDIS CONTENT, PREVIEWS, SUPPORT SERVICES, CUSTOMER SUCCESS SERVICES, SOFTWARE AND CONSULTING SERVICES (COLLECTIVELY, “REDIS PRODUCTS AND SERVICES”) ARE PROVIDED TO CUSTOMER “AS-IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, TITLE, PERFORMANCE, SECURITY, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. REDIS PRODUCTS AND SERVICES ARE NOT SPECIFICALLY DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT LIFE SUPPORT SYSTEMS, OR OTHER MISSION CRITICAL SYSTEMS.

8. Limitation of Liability.

8.1 Limit on Direct Damages. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY’S (OR THEIR AFFILIATES’) TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE REDIS PRODUCTS AND SERVICES PROVIDED HEREUNDER EXCEED THE TOTAL FEES PAID BY CUSTOMER TO REDIS FOR COMMERCIAL SUBSCRIPTIONS IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE FIRST EVENT WHICH GIVES RISE TO LIABILITY UNDER THIS AGREEMENT.

8.2 No Indirect and/or Consequential Damages. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF USE OF DATA, OR ANY CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. 

8.3 Exceptions to the Limitation of Liability. THE LIMITATIONS OF LIABILITY AND DISCLAIMER OF DAMAGES WILL NOT APPLY TO (A) ANY OBLIGATION AS DESCRIBED IN SECTION 4 (FEES AND CLOUD SERVICE CHARGES), SECTION 6 (OWNERSHIP, FEEDBACK, AND AGGREGATED DATA), SECTION  9 (INDEMNIFICATION), INCLUDING PAYMENTS TO A THIRD PARTY; OR (B) ANY LIABILITY FOR: (i) DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE; (ii) GROSS NEGLIGENCE; OR (iii) WILLFUL MISCONDUCT.  NEITHER PARTY’S THIRD-PARTY LICENSORS NOR SUPPLIERS HAVE ANY LIABILITY OF ANY KIND UNDER THIS AGREEMENT. THE PARTIES AGREE THAT LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE INTENDED TO SURVIVE IF A PARTY’S REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND THAT THE FEES FOR SERVICES WOULD HAVE BEEN GREATER WITHOUT THEM BY NECESSITY.

9. Indemnification.

9.1 Indemnification by Redis. Redis will defend Customer against any third-party claim that the Cloud Services infringe a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (“Claim Against Customer”) and will pay Customer for the resulting amounts finally awarded against Customer to such third party by a court of competent jurisdiction or agreed to in settlement. Redis will have no liability to Customer under this Section for any Claim Against Customer that arises out of: (a) any unauthorized use, reproduction, or distribution of the Cloud Services by Customer; (b) use of the Cloud Services in combination with any other services, software, content, data, business process, or equipment not supported in Redis’ documentation if such Claim Against Customer would have been avoided without such combination; (c) any modification or alteration of the Cloud Services by anyone other than Redis; (d) use of any older release of the Cloud Services when a newer version would have avoided the infringement; (e) Redis’ compliance with any materials, designs, specifications or instructions provided by Customer; and/or (f) any infringement of third-party open source software included within the Cloud Services. In the event of a Claim Against Customer pursuant to this Section, Redis will (at Redis’ option and expense): (i) obtain for Customer the right to continue using the Cloud Services; (ii) modify the Cloud Services to make it non-infringing; or (iii) if subsections (i) and (ii) are not commercially viable (as determined by Redis in its sole discretion), terminate this Agreement, in which case Customer will be entitled to a pro-rated refund of any fees pre-paid by Customer for the corresponding unused period of the applicable Commitment Period. 

9.2 Indemnification by Customer. Customer will defend Redis against: (a) any third-party claim that any Customer Data, or Customer’s use of the Cloud Services in breach of this Agreement, infringes a registered patent, registered trademark, or copyright, or misappropriates a trade secret (to the extent that such infringement or misappropriation is not the result of Redis’ actions); or (b) any claim relating to Customer’s use of the Cloud Services in violation of Section 2.1 and 2.2 of this Agreement. Customer will, with respect to any claim against Redis that is subject to this Section, indemnify Redis for the resulting costs and damages finally awarded against Redis to such third party by a court of competent jurisdiction or agreed to in settlement.

9.3 Indemnification Process. As a condition of receiving an indemnification under this Agreement, the Party seeking indemnification (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with: (a) prompt written notice of the claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party’s obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure; (b) complete control over the defense and settlement of the claim (provided, that the Indemnifying Party will not settle any claim without the Indemnified Party’s prior written permission if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, such permission not to be unreasonably withheld, delayed or conditioned); and (c) such assistance in connection with the defense and settlement of the claim, at the Indemnifying Party’s expense, as the Indemnifying Party may reasonably request. The indemnification obligations under this Section state the Indemnifying Party’s entire liability and the Indemnified Party’s exclusive remedy for third party claims and actions described in this Section.

10. Term and Termination.

10.1 Agreement Term. This Agreement commences on the earlier of (a) the date that the Parties sign an Order Form, or (b) the Agreement Effective Date, and continues for the duration of the Commitment Period, unless either Party terminates this Agreement in accordance with this Section (“Term”). If all Order Forms and SOWs under this Agreement have expired or been terminated, either Party may terminate this Agreement for convenience by providing thirty (30) days’ written notice. Either Party may terminate this Agreement and any applicable Order Form or SOW if the other Party materially breaches this Agreement and does not cure such breach within 30 days of written notice. Termination of a SOW will have no effect on the Agreement, which must be terminated in accordance with its terms. Upon termination of this Agreement, all rights under Section 2.1 (Access and License) and Appendix 1 (if applicable) will terminate. Any provisions intended by their nature to survive termination of this Agreement shall survive termination.

10.2 Order Form Term. The Order Form specifies the start date of the Commercial Subscription and the associated initial term (the “Initial Term”). Unless otherwise stated in an Order Form, on or before the end of the Initial Term, the Parties may agree to renew the Order Form for an additional period (each a “Renewal Term”), subject to an annual fee increase not to exceed the greater of 5% or CPI-U per year. Notwithstanding the prior sentence, if Customer continues using the Cloud Services either (i) during the Initial Term or subsequent Renewal Term but after the consumption of all credits available to Customer and prior to the execution of a new Order Form with Redis or (ii) following the expiration of the Initial Term or subsequent Renewal Term but prior to the execution of a new Order Form with Redis, Customer agrees to convert to a month-to-month subscription upon the occurrence of either (i) or (ii) and pay fees at the then-current list prices.

10.3 Post-Termination. Three (3) months following termination of the Cloud Services, Redis may delete Customer’s entire usage history, data files and backup data files.  If Customer is using the Free Services, please note that Redis may automatically delete databases that have become inactive for more than 30 days.

11. General.

11.1 Ambiguities. Each Party has participated in the review of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party. 

11.2 Assignment. Customer will not, directly, indirectly, by operation of law or otherwise, assign all or any part of this Agreement or its rights hereunder or delegate performance of any of its duties hereunder without the prior written consent of Redis and such attempt to do so will be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to an Affiliate or in connection with a successor in interest in a merger, reorganization, or a sale of all or substantially all the assets of the Party so long as the assigning Party requires the acquirer or successor to agree in writing to be bound by this Agreement as of the effective date of the transfer. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

11.3 Collaboration. Each Party acknowledges that the trademarks, logos, and service marks (“Marks”) of the other Party are the property of Redis or Customer, as applicable. Subject to Customer’s ability to revoke consent for use at any time, Redis may reference Customer, or Customer’s Marks (subject to Customer’s applicable brand guidelines), and Customer’s use of the Cloud Services in customer and prospect communications and on Redis’ website. Redis agrees to stop distributing, publicly referencing, and displaying the materials at any time upon written request from Customer.

11.4 Compliance with Laws. The Parties will comply with all laws, statutes, and regulations applicable to them respectively under this Agreement. Each Party agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other Parties’ Representatives in connection with this Agreement. If a Party becomes aware of any violation of this Section, it will notify the other through the designated channel.

11.5 Contractual Relationship. The Parties are entering into this Agreement as independent contracting Parties. Neither Party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. This Agreement will not be construed to create an association, joint venture, principal to agent relationship or partnership between the Parties or to impose any partnership liability upon any Party.

11.6 Force Majeure. Except for the inability to meet financial obligations, neither Party will be liable for failures or delays in performance due to causes beyond its reasonable control, including, but not limited to, any act of God, fire, earthquake, flood, storm, natural disaster, computer-related attacks, hacking, internet service provider failures or delays, accident, pandemic, labor unrest, civil disobedience, act of terrorism or act of government (each a “Force Majeure Event”). The Parties agree to use their best efforts to minimize the effects of such failures or delays. For the avoidance of doubt, Customer understands that the Services and access to Redis’ Cloud Account may not be provided in countries listed in the Office of Foreign Assets Control sanction list and Customer’s access to the Services and Redis’ Cloud Account may be restricted in such countries. Such prohibitions shall not constitute a Force Majeure.

11.7 Government Users. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements provided herein constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101 and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

11.8 Integration; Order of Precedence. This Agreement, together with any Order Forms, Appendices, Exhibits, and SOWS which are referenced in this Agreement, constitutes the entire agreement between the Parties and supersedes all prior agreements or communications between the Parties regarding the subject matter hereof. The terms of this Agreement shall supersede and control over any conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, or other document issued by Customer.  Notwithstanding the foregoing, in the event of a conflict between this Agreement and an Order Form accepted by Redis, the terms of such Order Form shall prevail solely for purposes of such Order Form.

11.9 Nonwaiver. The failure of either Party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

11.10 Notices. Redis may provide any notice to Customer by sending an email to Customer’s email contact, as provided by Customer, or as designated in this Section. Customer may provide notice to Redis by sending an email to legal@redis.com. Notices will be: (a) in writing, (b) in English and (c) treated as received when the email is sent, whether the other Party has received the email or not. Customer is responsible for keeping its designated email contact current throughout the Term. Customer agrees to send a courtesy copy of any notice sent to: Redis Inc., Attention: General Counsel, 700 E El Camino Real, Suite 250, Mountain View, CA 94041, USA. Billing notices by Redis will be addressed to the billing contact designated by Customer.

11.11 Redis Entity; Governing Law.  The laws governing this Agreement, regardless of conflict of laws principles, and the Redis entity entering into this Agreement with Customer (as applicable, “Redis”), are determined by Customer’s domicile. The following does not limit or restrict either Party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

a. If Customer is domiciled in Asia, Pacific, Americas, or other jurisdictions not listed in (b) or (c) below:  (i) the Redis entity that is party to this Agreement is Redis, Inc., a Delaware corporation with principal offices located at 700 E El Camino Real, Suite 250, Mountain View, California 94041, USA, and (ii) this Agreement will be construed and enforced in all respects in accordance with the laws of the State of California, U.S.A., without reference to its choice of law rules. The courts located in the County of Santa Clara, California have exclusive jurisdiction for all purposes regarding this Agreement.

b. If Customer is domiciled in Israel: (i) the Redis entity that is party to this Agreement is Redis Ltd., a limited company with registered office at Alon 2 Tower 32nd Floor, 94 Yigal Alon St., Tel-Aviv 6789140, Israel and (ii) this Agreement will be construed and enforced in all respects in accordance with the laws of the State of Israel without reference to its choice of law rules. The courts located in the Central District of the State of Israel have exclusive jurisdiction for all purposes regarding this Agreement.

c. If Customer is domiciled in Europe, United Kingdom, Middle East, or Africa: (i) the Redis entity that is party to this Agreement is Redis EMEA Ltd.,  a limited company with registered office at Tower 42 25 Old Broad St, London EC2N 1HN, United Kingdom and (ii) this Agreement will be construed and enforced in all respects in accordance with the laws of England and Wales without reference to their choice of law rules. The competent courts located in London, England have exclusive jurisdiction for all purposes regarding this Agreement.

11.12 Signatures. This Agreement is effective upon signature of the applicable Order Form.

11.13 Third-party Beneficiaries. Nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term of this Agreement.

11.14 Updates to These Terms. Redis reserves the right to amend the terms of this Agreement at any time by posting a revised version on Redis’s website for the applicable Cloud Services or by notifying Customer via email. Any amended terms become effective upon posting on the Redis website for the applicable Cloud Services or as stated in an email notice message. By continuing to use the Cloud Services after the effective date of any amendment to the terms of this Agreement, Customer agrees to be bound by the amended terms. Please check our website for the applicable terms regularly. These Cloud ToS were last amended on the date indicated above.

APPENDIX 1

Deployment under Customer’s Private Cloud Account

(Only applicable if Customer informs Redis of such deployment)

The following provisions apply when the Cloud Services run on virtual machines (“Instances”) and persistent storage devices (“Persistent Storage”) (Instances and Persistent Storage are jointly referred to as “Resources”), under Customer’s private cloud account (the “Customer’s Environment”).

1. License.

Subject to the terms and conditions of this Agreement and the applicable Order Form, Redis shall make the Cloud Services available to Customer from within Customer’s Environment during the applicable Commitment Period. All other terms concerning the Services shall apply.

2. Additional Services.

In addition to the Cloud Services described under the Agreement, Redis may: (a) from time to time, launch Resources in the Customer’s Environment and provision them with the Software; (b) from time to time, shutdown provisioned Resources; (c) operate the Software on the Resources on an ongoing basis to support Customer’s database needs: and/or (d) Monitor performance and health of the Resources and Software.

3. Customer Obligations.

Customer shall: (a) set its account with the applicable cloud provider, such that Redis can self-provision Resources in the Customer’s Environment; (b) configure its account with the applicable cloud provider, such that Redis shall receive immediate response to any reasonable provisioning request in the Customer’s Environment; (c) grant Redis at least one (1) predefined access permission (“Permission”) to the Customer’s Environment, to enable Redis to provide the Cloud Services and Additional Services. The Permission level shall be equal to the highest level of user permissions available in Customer’s Environment; (d) not terminate or cease the Permission, or otherwise prevent Redis access in any other way to any of the Resources provisioned by Redis in the Customer’s Environment; and (e) not maintain any SSH access to the Resources provisioned by Redis in the Customer’s Environment.

4. Miscellaneous.

Customer acknowledges and agrees that Redis will launch in the Customer’s Environment as many Resources as Redis sees fit, to provide the Cloud Services and Additional Services. Redis shall not be responsible for any damage, loss of data or information or any other loss that may occur as a result or in relation to Customer terminating Resources provisioned by Redis in the Customer’s Environment. Without derogating from any other term of this Agreement, Redis shall not in any manner be liable or responsible for any Cloud Services failure resulting or in relation to (a) Customer’s failure to fulfill its obligations under this Appendix; (b) Customer’s Environment technical failures; and/or (c) Customer’s Environment terms or policy changes by the applicable cloud provider.

APPENDIX 2

Acceptable Use Policy

(Redis Enterprise Cloud Services)

Accounts, Previews, and the Cloud Services themselves are subject to the Redis Acceptable Use Policy, which is available at https://redis.com/legal/acceptable-use-policy and is hereby incorporated by reference.

APPENDIX 3

Support Policy – Redis Enterprise Cloud

Support Services for Commercial Subscriptions of the Cloud Services under the terms of the Support Policy located at https://redis.com/legal/cloud-support-policy/ are (i) automatically included with the license and fees for the Cloud Services, (ii) are not separable from the license, and (iii) are hereby incorporated by reference. 

APPENDIX 4

Customer Success Services

Subject to payment of the applicable fees, Redis will provide during the Commitment Period, one of the Customer Success Service Levels outlined in Table 1 or Table 2 below, but only as specified in the corresponding Order Form. The Definitions and License Restrictions of Appendix 5 are hereby incorporated by reference with the understanding that references to “Consulting Services” are references to “Customer Success Services” for the purposes of this Appendix 2.

Table 1 – Gold Customer Success

Gold Customer Success FeaturesSilverGold
Project planning (use cases, solutions, dependencies, timeline), and documentation
Cloud: technical lead for initial deployment and subsequent add-ons
Cloud: DevOps support for applying deployment changes
Notifications about required fixes and upgrades
Training on support policy and procedure
Access to self-help troubleshooting documentation
Regular cadence of “best-practices” emails
Software: tracking and documenting your software versions
Cloud training: account/subscription/database configuration and management
Software training: cluster/ Active-Active / database configuration and management 
Expert deployment sizing: cluster, Active-Active, Redis-on-Flash, RediSearch, RedisGraph 
Review updates on new features and version releases 
Cloud: on-going planning and optimization discussions 
Cloud: consultation on minimizing infrastructure costs 
Software: upgrade planning and assistance 
Quarterly status reports and performance reviews 

Table 2 – Platinum Customer Success

Platinum Customer Success Features
Enterprise Technical Account Manager (TAM) *Supporting Up To 3 Customers
Up to 15 hrs/week consultation time with TAM
Weekly conference calls and status reports
Single point of contact for following up on issues
Consultation and assistance developing a migration plan to Redis Enterprise
Production-stage audits to check cluster health
Throughput and latency checks to verify performance requirements
Load-testing design and review
Consultation in under or over-provisioned scenarios
Proactive review of production systems to fit your needs
Project planning (use cases, solutions, dependencies, timeline), and documentation
Cloud: technical lead for initial deployment and subsequent add-ons
Cloud: DevOps support for applying deployment changes
Notifications about required fixes and upgrades
Training on support policy and procedure
Access to self-help troubleshooting documentation
Regular cadence of “best-practices” emails
Software: tracking and documenting your software versions
Cloud training: account/subscription/database configuration and management
Software training: cluster/ Active-Active / database configuration and management
Expert deployment sizing: cluster, Active-Active, Redis-on-Flash, RediSearch, RedisGraph
Review updates on new features and version releases
Cloud: on-going planning and optimization discussions
Cloud: consultation on minimizing infrastructure costs
Software: upgrade planning and assistance
Quarterly status reports and performance reviews

APPENDIX 5

Consulting Services

(Only applicable if Customer is buying Consulting Services).

1. General Terms.

Customer may wish to receive certain services of a professional, educational, operational or technical nature (collectively, “Consulting Services”), as further described in a mutually agreed upon Statement of Work (“SOW”) or as otherwise outlined in the applicable Order Form. Each SOW will include, at a minimum: (a) a description of the Consulting Services and any Redis Materials (as defined below) to be provided to Customer, and (b) the scope of the Consulting Services. Any Consulting Services that are purchased, as a package or as pre-paid hours, will be considered delivered within 90 days from the date of the applicable Order Form.

2. Definitions.

Customer Property means Customer Confidential Information and Customer logos and trademarks that may be included in the Redis Materials.

Redis Materials means documentation, templates, training materials, recordings and other items Redis may provide to Customer as part of the Consulting Services.

Redis Tools means proprietary tools, libraries, know-how, techniques and expertise used by Redis to develop the Redis Materials.

3. Licenses.

3.1 During the Term of the Agreement, Redis shall have the right to use Customer Property solely for the purpose of providing the Consulting Services to Customer as set forth in a SOW. The Parties agree that performance of Consulting Services is contingent on Customer promptly providing the relevant Customer Property. Customer agrees that failure to timely provide the above may result in schedule or financial impacts. In case of material impacts, Customer and Redis will negotiate and execute a change order to the SOW or, failing to reach an agreement, Redis may terminate the SOW without any liability for doing so. Termination will not relieve Customer of payment obligations for fees or expenses incurred prior to termination.

3.2 During the Term and subject to the terms and conditions of the Agreement, Redis hereby provides Customer with a limited, non-exclusive, non-sublicensable, non-transferable (except as stated in Section 11.2 (Assignment) of the Agreement), revocable license to use Redis Materials and Redis Tools solely for Customer’s internal operations in connection with its authorized use of the Services.

4. Consulting Services Warranty.

In regard to Consulting Services only, Redis warrants that: (a) it and each of the personnel it uses to provide and perform Consulting Services hereunder has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services, and (b) the Consulting Services will be performed for and delivered to Customer in a professional and workpersonlike manner.  If through no fault or delay of Customer the Consulting Services do not conform to the foregoing warranty, and Customer notifies Redis within seven (7) days of Redis’ delivery of the Consulting Services, Redis will re-perform the non-conforming portions of the Consulting Services at no cost to Customer.  THIS SECTION 4 SETS FORTH CUSTOMER’S EXCLUSIVE RIGHTS AND REMEDIES (AND REDIS’ SOLE LIABILITY) IN CONNECTION WITH THIS WARRANTY.

5. Invoices.

Unless otherwise stated in a SOW, invoices will be submitted by Redis to Customer each month for Consulting Services during the preceding month.

6. Conflicts.

In the event of any conflict between the terms of this Agreement and a SOW, the terms of this Agreement will govern unless the intent to amend this Agreement is expressly stated in the SOW.