Redis Announces CEO Transition

Redis Partner Agreement

Last Updated: November 17, 2022

This Redis Partner Agreement (the “Agreement”) is entered into by and between Redis and the Partner identified in the applicable Order Form. This Agreement is effective as of the last signature date of the applicable Order Form. Redis and Partner 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. The Parties agree as follows:

1. Relationship of the Parties.

1.1 Scope and Appendices. The Appendices attached hereto set out the terms for the relationship between the Parties with respect to Redis products and services (the “Products and Services”). Products and Services include any updates, upgrades, modifications, enhancements, derivative works, or configurations thereof, as well as any related documentation. The Appendices identify the territory of Partner’s authorized partner activities (the “Territory”) and the rights and restrictions of any sublicensing to end customers (“End Customers”). If there is a conflict between this Agreement and an Appendix, the most recently executed Appendix governs. Any terms used in an Appendix but not defined therein have the meanings assigned to them in this Agreement. The obligations under the Appendices are additive to each other except where expressly reserved. When Partner agrees to the terms of any Appendix (except for the Technical Partner Appendix), Partner will register an account with and manage its relationship with Redis via its designated partner portal (the “Partner Portal”). The Parties will cooperate to achieve the objective identified in the applicable Appendix:

AppendicesDescription
Appendix 1 – Reseller Partner AppendixTerms for Redis reseller or distributor partners.
Appendix 2 – OEM Partner AppendixTerms for Redis OEM partners.
Appendix 3 – Referral Partner AppendixTerms for Redis referral partners.
Appendix 4 – Technical Partner AppendixTerms for Redis technical partners.
Appendix 5 – Partner Program AppendixTerms for Redis program partners.

1.2 Affiliates. The rights and obligations under this Agreement may be exercised by an Affiliate of either Party. Partner guarantees the performance of its Affiliates under this Agreement. “Affiliate” means any company controlling, controlled by or under common control with a party, where control shall mean ownership, directly or indirectly, of the shares of a company representing fifty percent (50%) or more of the voting rights in this company.

2. Rights and Restrictions.

2.1 Ownership of Intellectual Property. Each Party retains ownership of its Confidential Information (as defined below) and intellectual property. Partner has no rights, title to, or ownership of any Products or Services, applications, documentation, methodologies, processes, training materials, or any collateral materials, whether express, implied or by estoppel. Nothing herein constitutes an assignment or transfer of any right (including any Intellectual Property Rights, as defined below), title, or interest by Redis and its licensors in the Redis Products, Redis Names and Marks, or Redis Confidential Information, or by Partner and its licensors in the Partner Product or Partner’s Confidential Information. Aside from the limited licenses to the Redis Products and Redis Names and Marks explicitly granted hereunder, no license or rights are granted by Redis or Partner with respect to their respective Intellectual Property Rights. “Intellectual Property Rights” mean any and all patents, copyrights, designs rights, trademarks, trade secrets, and any and all other worldwide intellectual property rights whether registered or unregistered, whether now existing or which may in the future exist. Partner is aware that the Products and Services contain components (including open-source components) which are subject to third party software license terms (“Third Party Components”). The applicable terms of the third-party licenses under which Third Party Components are licensed apply to the Third Party Components, in addition to the terms of the Agreement and any Appendix.

2.2 Restrictions. With respect to the Products and Services, Partner may not and will not allow any or third party to: (i) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive or identify source code from any encrypted or encoded portion, in whole or in part; (ii) directly or indirectly circumvent or violate any technical restrictions; (iii) remove or change any product identification, proprietary, copyright or other notices contained therein; (iv) modify or create a derivative work thereof; (v) perform benchmark tests on the Products and Services without the prior written consent of Redis; (vi) combine Redis Enterprise with any non-Redis Enterprise module (e.g., a modified Redis open-source module) without the prior written consent of Redis; (vii) make any representations and warranties with respect to the Products and Services; and (viii) use the Products and Services except in strict accordance with the applicable Redis documentation and any applicable laws. If written consent is provided by Redis for benchmark testing, any results of such benchmark testing is Redis Confidential Information (as defined below), and Partner may not publish any results without additional Redis consent.

2.3 Non-Disparagement. Partner will not make any negative, disparaging, or unfavorable statements or comparisons of the Products or Services to the products and services of any third party, nor create or disclose a return-on-investment calculator. This restriction does not prevent Partner from providing professional consulting advice in the standard course of business, without the use of Redis’ Confidential Information.

2.4 Trademark Usage. Partner will not directly or indirectly obtain any right, title or interest in or to Redis trademarks and/or logos (“Redis Marks”). Partner may use the Redis Marks as permitted by https://redis.io/topics/trademark and https://redis.com/brand-guidelines/ (the “Guidelines”) and warrants that it will follow, and that it will indemnify and hold harmless Redis from and against any failure by Partner to follow the Guidelines. All rights and benefits of the Redis Marks belong exclusively to Redis and, upon request, Partner will modify or cease its use of any Redis Marks. Partner hereby grants to Redis a license to include Partner’s trademarks on that portion of Redis website or other marketing materials that reference its partners. Partner will not remove any proprietary notices, labels or marks in the Product and Services.

2.5 Warranty Disclaimer. EXCEPT TO THE EXTENT NOT PROHIBITED BY LAW, THIS AGREEMENT INCLUDES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE PRODUCTS AND SERVICES, REDIS MARKS AND ANY CONFIDENTIAL INFORMATION PROVIDED HEREUNDER, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES.

2.6 White Labeling. Except as permitted in an Appendix, Partner (i) may not remove any logo, re-brand, trademarks, or otherwise attempt to disguise the source of any Products or Services without prior written approval of the Redis Vice President of Alliances, and (ii) will not commit Redis to perform any service or develop any software, custom work, or other materials, which are not described in this Agreement or an Appendix.

3. Confidential Information and Data Protection.

3.1 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”) that is shared, whether orally or in writing, and that is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, and all copies and summaries thereof. Confidential information of Redis includes the Products and Services, license keys to the Products and Services, the terms of this Agreement and any Appendix, any Order Form(s) (including pricing contained therein), and Redis security or other sensitive documentation (such as a SOC 2 Type II report). Confidential Information does not include information that (i) is or becomes publicly available through no fault of Recipient, (ii) was known to Recipient, free of any confidentiality obligations, before receipt, (iii) becomes known to Recipient, free of any confidentiality obligations, from a source other than Discloser, or (iv) is independently developed by Recipient without the use of Discloser’s Confidential Information.

3.2 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: (i) upon Discloser’s written approval; and (ii) 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 comply with its obligations with respect to Confidential Information under this Agreement for 5 years after termination of the Agreement (except for source code, which must be kept confidential 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.

3.3 Rights. 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 is entitled to seek an injunction to prevent the breach or threatened breach, in addition to remedies otherwise available to the Discloser. If the Parties have executed a separate non-disclosure or confidentiality agreement (an “NDA”) related to the purpose of this Agreement, this Section supersedes and replaces such NDA.

3.4 Security. The Parties shall maintain respective appropriate administrative, physical, and technical safeguards to (i) protect the security and integrity of Confidential Information and the Products and Services, including access and use of personal information, financial information, or any unmasked sensitive data solely to perform its Agreement obligations (a “Security Program”), (ii) protect the confidentiality of data input into the Products and Services (to the extent hosted, maintained, or otherwise processed by Redis), and (iii) the Security Program will conform to Redis’ security documentation. Partner will provide Redis with the most recent copies of bridge letters applicable to its third-party audited controls conducted by an independent third-party auditing firm. Partner agrees to provide to Redis, at Partner’s expense, a SOC 1 Type 2 report, SOC 2 Type 2 report, and/or ISO 27001 certificate.

3.5 Usage Data. Redis owns any statistical usage data that is derived from the Products or Services (“Usage Data”). Nothing in this Agreement will be construed as prohibiting Redis from utilizing the Usage Data to optimize and improve the Products or Services, or otherwise in connection with Redis’ business operations. If Redis provides Usage Data to any third party, such Usage Data will first be de-identified and aggregated so that it cannot reveal the identity of Partner, any End Customer, or any individual user of the Products or Services.

3.6 Data Protection. Redis, its Affiliates, and any applicable contractors, may process business contact information (including, but not limited to, name, address, business telephone, email, and applicable user ID) of Partner, its Affiliates and other applicable third parties for business dealings. Where consent by the individuals (or other notice) is required for such processing, Partner will notify and/or obtain such consent. The Redis Privacy Policy available at https://redis.com/legal/privacy-policy/ specifies Redis commitment to privacy. If either Party is required or authorized to process personal data as a processor (as defined by applicable laws) as part of the provision of the Product and Services, the Parties will execute a separate data protection agreement detailing the processing of such personal data.

4. Term and Termination.

4.1 Term and Termination. This Agreement commences on the Effective Date and continues until: (i) all Appendices and their associated Order Forms have been terminated or expired; (ii) a Party terminates this Agreement in accordance with Section 4.2 (Termination for Cause); or (iii) any applicable termination criteria in an Appendix are met (“Termination”). Either Party may terminate this Agreement on 30 days’ prior written notice if there are no active Order Forms under an Appendix.

4.2 Termination for Cause. Either Party may terminate this Agreement and any Appendix if the other Party materially breaches this Agreement: (i) for Partner payment obligations, within 15 days after receipt of written notice, with 5 days to cure; (ii) for obligations under Section 7.3 (Compliance with Redis Code), immediately; and (iii) for all other obligations, 30 days for an uncured, material breach. Termination of one Appendix does not result in the termination of this Agreement, if another Appendix remains effective. For overdue payment obligations under an Order Form (as defined in an Appendix), Redis may suspend any Partner benefits and/or incentives.

4.3 Review. During the Term and for 1 year following Termination, Redis may review Partner’s records relating to Partner’s compliance with its obligations under this Agreement on at least 10 days’ prior written notice (a “Review”). Redis will conduct a Review during Partner’s business hours and will use reasonable efforts to ensure that the Review does not interfere with Partner’s operations.

5. Indemnification.

5.1 Indemnification by Redis. Redis will defend Partner against any third-party claim that the Products or Services infringe a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (“Claim”), and will indemnify Partner for the resulting costs and damages finally awarded against Partner to such third party by a court of competent jurisdiction or agreed to in settlement. Redis will have no liability to Partner for any Claim that arises out of: (i) any unauthorized use, reproduction, or distribution of the Products and Services by Partner or an End Customer, (ii) use of the Products or Services in combination with any other services, software, content, data, business process, or equipment not supported in Redis’ documentation, if such Claim would have been avoided without such combination, (iii) any modification of the Products or Services by anyone other than Redis, including Redis software modified under any open source, BSD, or copyleft license, (iv) Partner’s breach of any of its obligations under the Agreement or an Appendix, (v) use of any older release of the Products and Services, when a newer version would have avoided the alleged infringement, (vi) Redis’ compliance with any materials, designs, specifications or instructions provided by Partner or End Customer, or (vii) any infringement by third-party open-source software components included within the Products and Services. In the event of a Claim pursuant to this Section, Redis will (at Redis’ option and expense): (a) obtain for Partner the right to continue using the infringing Products or Services, (b) modify the Products or Services to make them non-infringing, or (c) if subsections (a) and (b) are not commercially viable, Partner may terminate the Agreement, in which case Partner will be entitled to a pro-rated refund of any applicable fees prepaid and unused by Partner for committed subscriptions for the Products or Services. The Parties agree that this is the sole and exclusive remedy for Claims with respect to the Products or Services.

5.2 Indemnification by Partner. Partner will defend Redis against any third-party claims arising out of: (i) Partner’s gross negligence or willful misconduct, (ii) Partner’s non-compliance with the license terms of this Agreement or an Appendix, (iii) Partner’s failure to make End Customers aware of, enforce, or otherwise fail to comply with the End User License Agreement and Acceptable Use Policy (as defined in an Appendix), (iv) any act or omission of any authorized distributor or third party in connection with the Products and Services, and (v) any government action or penalties due to failure by Partner to accurately characterize and pay taxes to the acting government body. Partner will 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.

5.3 Indemnification Process. As a condition of receiving any indemnification under this Agreement, the Party seeking indemnification hereunder (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with: (i) prompt written notice of the claim, provided, however, that the failure to give such notice does not relieve the Indemnifying Party’s obligations hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure, (ii) 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 consent, if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, such consent will not be unreasonably withheld, delayed or conditioned), and (iii) such assistance as the Indemnifying Party may reasonably request, in connection with the defense and settlement of the claim, at the Indemnifying Party’s expense. 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.

6. Liability.

6.1 Limitation of Liability. EXCEPT AS OTHERWISE EXCLUDED BY THE SECTION BELOW  (LIMITATION EXCLUSIONS), OR AN APPLICABLE APPENDIX, AND TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT (I) 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 PRODUCTS OR SERVICES PROVIDED HEREUNDER EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO REDIS FOR THE PRODUCTS OR SERVICES IN THE TWELVE MONTHS PRECEDING THE DATE OF THE FIRST EVENT WHICH GIVES RISE TO LIABILITY UNDER THIS AGREEMENT, AND (I) WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, LOSS OF PROFITS OR REVENUE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, ERROR, INTERRUPTION, INACCURACY, OR LOSS OR USE OF DATA) 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. PARTNER AGREES THAT THIS AGREEMENT DOES NOT CONFER ANY GOODWILL, PROFITS, OR OTHER REVENUES.

6.2 Limitation Exclusions. THE ABOVE LIMITATIONS WILL NOT APPLY TO THE FOLLOWING: (I) FEES FOR PRODUCTS OR SERVICES; (II) A BREACH OF CONFIDENTIALITY; (III) MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY; (IV) DEATH OR PHYSICAL OR BODILY HARM; OR (IV) GROSS NEGLIGENCE OR WILLFUL OR INTENTIONAL MISCONDUCT. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED ABOVE WERE NECESSARY TO ENTERING INTO THE THIS AGREEMENT, AND ANY AMOUNTS CHARGED IN ANY APPENDIX WOULD BE GREATER BY NECESSITY IF THESE LIMITATIONS WERE NOT PRESENT. EVEN IF THIS LIMITATIONS SECTION FAILS IN ITS PURPOSE, OR IS CONSTRUED AS INADEQUATE, THE PARTIES AGREE AND INTEND FOR THE LIMITATIONS TO BE SALVAGED OR SEVERED TO PRESERVE THE PARTIES’ INTENT.

7. General.

7.1 Compliance with Laws. Partner acknowledges that the Products and Services contained in the Appendix are subject to the U.S. Export Administration Regulations (the “EAR”). Partner will comply with and will ensure that all End Customers comply with the EAR. Partner represents that: (i) Partner is not located in, and shall not act as a partner or marketer of the Products or Services, in any country that is subject to U.S. export restrictions; (ii) Partner will not use the Products or Services in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, sounding rockets or unmanned air vehicle systems; and (iii) Partner will not act as a partner or marketer of the Products and Services to any End Customer that is prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. Additionally, Partner must maintain an active anti-bribery program, and Partner agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Redis employees or agents in connection with this Agreement, nor will it accept such from any End Customer. Partner will promptly notify Redis at legal@redis.com of any known or reasonably suspected violations of this provision.

7.2 Compliance with Redis Code. Partner shall comply with the Redis Supplier Code of Business Conduct and Ethics (the “Redis Code”) at https://redis.com/supplier-code-of-conduct/. Non-compliance with the provisions of the Redis Code is a material breach of this Agreement and may result in immediate termination of this Agreement and all Appendices by Redis.

7.3 Contractual relationship. The Parties enter into this Agreement as independent contracting parties. This Agreement will not be construed to create any association, joint venture, principal to agent or partnership between the Parties or to impose any partnership liability upon any Party. Nothing in this Agreement confers or is intended to confer, on any third party any benefit under, or the right to enforce any term of, this Agreement.

7.4 Feedback. Redis encourages Partner and End Customer to provide suggestions, recommendations or other feedback regarding improvements to the Products or Services (“Feedback”). If Partner or End Customers provide Feedback to Redis, they grant to Redis a royalty-free, fully paid, sublicensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, and exploit Feedback.

7.5 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, acts of terrorism or acts of government (each a “Force Majeure Event”). The Parties will use their best efforts to minimize the effects of such failures or delays.

7.6 Insurance. Partner must, for the duration of this Agreement and for 3 years following termination, have and maintain the appropriate levels, coverages, and endorsements of insurance policies and supplemental or excess insurance, issued by an insurer with a A.M. Best rating of A- or better, of a company doing business with a publicly traded U.S. entity. Redis will be listed as an additional insured under all policies except workers compensation or employment liability. Partner must maintain coverage in the aggregate amount of no less than $5,000,000 USD for errors and omissions in the provision of software, and commercial general liability or public liability insurance in an aggregate amount of no less than $2,000,000 USD. These policies will contain vicarious liability endorsements for additional insureds and provide coverage for acts and omission under this Agreement on a primary and non-contributory basis to the additional insured.

7.7 Integration. This Agreement, together with any Appendices, constitutes the entire agreement between the Parties and supersedes any and all prior agreements or communications between the Parties with regard to the subject matter hereof. The Parties agree that training materials, or other certifications do not constitute terms modifying this Agreement, nor new functionality or features to which this Agreement is dependent upon. This Agreement may not be amended or modified except by a writing signed by both Parties. The Parties agree that any terms or conditions included or linked to in a purchase order from Partner or an End Customer will be void and have no effect on this Agreement or any Appendix.

7.8 Non-Assignment and Non-Waiver. Neither Party will 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 the other Party. The failure of either Party to 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.

7.9 Notices. Redis may provide any notice to Partner by sending an email to Partner’s email contact, as identified in the applicable Order Form. Partner may provide notice to Redis by sending an email to legal@redis.com. Notices will be: (i) in writing, (ii) in English, and (iii) treated as received when the email is sent, whether or not the other Party has received the email. Partner is responsible for keeping its designated email contact current throughout the Term. Partner 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 94040, USA. Billing notices by Redis will be addressed to the billing contact designated by Partner.

7.10 Publicity. No press releases, announcements or other forms of publicity are permitted by Partner about any joint activities hereunder without the prior written consent of Redis.

7.11 Redis Entity and Governing Law. The laws governing this Agreement, regardless of choice of laws principles, and the Redis entity entering into this Agreement with Partner (as applicable, “Redis”), are determined by Partner’s domicile.

(i) If Partner is domiciled in Asia, Pacific, Americas, or other jurisdictions not listed in (ii) or (iii) below: (a) 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 94040 U.S.A., and (b) this Agreement will be construed and enforced in all respects in accordance with the laws of the State of California, U.S.A. The courts located in the County of Santa Clara, California have exclusive jurisdiction.

(ii) If Partner is domiciled in Israel: (a) 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 (b) this Agreement will be construed and enforced in all respects in accordance with the laws of the State of Israel. The courts located in the Central District of the State of Israel have exclusive jurisdiction.

(iii) If Partner is domiciled in Europe, United Kingdom, Middle East, or Africa: (a) 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 (b) this Agreement will be construed and enforced in all respects in accordance with the laws of England and Wales. The competent courts located in London, England have exclusive jurisdiction.

The foregoing does not limit or restrict either Party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

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

7.13 Survival. All provisions intended by their nature to survive termination of this Agreement will survive.

Appendix 1

Reseller Partner Appendix

1. License and Scope.

1.1 Reseller License. Redis appoints Partner as a non-exclusive “Reseller” and, if approved by Redis in an Order Form, as a “Distributor” of the Products and Services listed in Table 1 during the License Term (as defined below) to: (i) End Customers, and not for further sublicensing (when Partner acts as Reseller); or (ii) third-party resellers (“Other Resellers”) for direct sublicensing to End Customers only (when Partner acts as Distributor). This license grant does not set any standing price or required volume for Partner and is non-transferable and revocable. Any training, support, and other Redis duties under this Appendix are limited to those specified in the EULA.

Table 1

Product or ServiceIdentified in the applicable Order Form
TerritoryAs agreed upon by the Parties
DiscountAs agreed upon by the Parties
RenewalAs agreed upon by the Parties
EULA & Support TermsFor Redis Enterprise Software (if applicable): https://redis.com/terms/reseller-eula
For Redis Enterprise Cloud (if applicable): https://redis.com/legal/cloud-tos/

*Beginning 6 months after effective date of this Appendix, Partner must maintain 1 active End Customer order for a License Term in any year that this Appendix is active in order to continue receiving the benefits and discount above.

1.2 Support. Redis will provide End Customers with support services (“Support”) for the Products and Services sublicensed to End Customers as specified in the EULA in Table 1. Support does not include, and Partner agrees that it will use its best efforts to screen the following prior to directing any End Customer to Redis Support: (i) resolution of issues with hardware not provided by Redis; (ii) issues with End Customer’s networks or internet connectivity; or (iii) issues arising from outside software, services, or other products not included in Table 1. Redis will make its documentation and specifications for the Products and Services available to Partner at no charge.

1.3 Activity Summary. If Partner is a Distributor, Partner will provide, once per year or at Redis’ request, a list of all Other Resellers and a summary of their activities under this Agreement. Partner must promptly notify Redis if any End Customer or Other Reseller: (i) terminates its relationship with Partner or Other Reseller (when applicable); (ii) violates applicable law; or (iii) Partner reasonably suspects or knows that such party is violating any EULA licensing restrictions. In the case of (ii) or (iii), Partner will stop all activity with the End Customer or Other Reseller under this Agreement, and cooperate and reasonably assist Redis with the return of Redis Confidential Information.

1.4 Value Added Reselling. If Partner is also a value-added reseller or technology integrator (“VAR”), Partner may sublicense and distribute the Products and Services in accordance with Section 1.1 (Reseller License) in conjunction with Partner license and distribution of its own products (“VAR Products”) to End Customers. Redis will provide support pursuant to the EULA to: (i) Partner during testing and development of VAR Products, and (ii) End Customer once distribution of VAR Products has been made. Partner may be required to sign Appendix 4 (“Technical Partner Appendix”) depending on the form of integration with the Products and Services.

2. Order Form and Term.

2.1 Order Forms. Partner will execute an ordering document (an “Order Form”), signed by both Parties, specifying the applicable Products and Services and associated fees. Partner will pay all fees set forth on all Order Forms. Unless otherwise specified in an Order Form, all fees and other amounts are payable in United States Dollars. Except as specifically set forth in the EULA, all payment obligations under all Order Forms are non-cancelable and all payments made are non-refundable. The fees exclude any applicable taxes. Nothing in this Agreement requires either Party to pay taxes of the other Party. If applicable law requires Partner to withhold any amount from Partner’s payment, Partner will provide Redis with copies of documents related to Partner’s withholding upon Redis’ request. Overdue payments are subject to a late charge of 1.5% per month.

2.2 Term. Partner’s payment obligation for the Products and Services is on a committed annual term (“License Term”) as specified in an Order Form. Except as otherwise stated in the Agreement, Partner may not terminate any Order Form for Products and Services during any License Term. Partner is responsible for any License Term regardless of whether the Products and Services are sublicensed to an End Customer or distributed by an Other Reseller.

3. Restrictions and Acceptable Use.

3.1 Restrictions. Partner and Other Resellers may not resell licenses and must only sublicense to End Customers. Upon termination of any End Customer agreement, Partner and/or Other Reseller will ensure that End Customer certifies removal of all Products and Services from End Customer systems.

3.2 Acceptable Use. Partner and Other Resellers will not: (i) circumvent any usage restriction, limitation, or security policy; (ii) sublicense, or attempt to assign or transfer Products and Services not listed in Table 1; (iii) modify the applicable EULA and support terms for the Products and Services; or (iv) upload any virus, malware, intentionally harmful code, or content that is intentionally harmful or libelous to the Products and Services. The restrictions contained in this Section together with the EULA and Support Terms in Table 1 are the “Acceptable Use Policy.” With respect to the Acceptable Use Policy, Partner will ensure that (a) it is included in all agreements with End Customers and Other Reseller(s) concerning Products and Services (each “End Customer Agreement”), and (b) that End Customers and Other Resellers comply with it. Partner will enforce the Acceptable Use Policy with the same degree of diligence with which it enforces similar agreements, but with no less than a commercially reasonable standard, and will immediately notify Redis if Partner becomes aware of any suspected or actual breach of any End Customer Agreement. Partner will cooperate with Redis, if needed, to pursue any enforcement efforts resulting from a breach of an End Customer Agreement.

4. Government End Customers.

4.1 Government Users. If Partner sublicenses to a U.S. government entity or if this otherwise becomes subject to the Federal Acquisition Regulations (FAR), Partner acknowledges that the Products and Services constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101, and must be sublicensed as commercial software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

Appendix 2

OEM Partner Appendix

1. License and Scope.

1.1 OEM License. Redis appoints Partner as a non-exclusive “OEM” of the Products and Services listed in Table 1, and not for further sublicensing, during the License Term (as defined below) and may: (i) embed the Products and Services, solely in object code format unaltered from the form in which it is provided, into Partner products (“OEM Products”), in a manner which does not allow End Customers to access the Products and Services directly or discern that the Products and Services are embedded therein; and (ii) distribute, sale, and license the Products and Services solely as part of the OEM Products into which the Products and Services have been embedded, all subject to the end-user license agreements of the OEM Products which are at least as protective of Redis and its rights as the Agreement and this Appendix. This license grant does not set any standing price or required volume for Partner and is non-transferable and revocable. Any activities, training, support, and other Redis duties under this Appendix are limited to those listed in Table 1. Redis may require Partner to agree to the terms of the Technical Partner Appendix together with this Appendix depending on the form of integration of the Products and Services into OEM Products.

Table 1

Product or ServiceIdentified in the applicable Order Form
TerritoryAs agreed upon by the Parties
EULA & Support TermsFor Redis Enterprise Software (if applicable): https://redis.com/terms/reseller-eula
For Redis Enterprise Cloud (if applicable): https://redis.com/legal/cloud-tos/

1.2 Support. Redis will provide Partner with support services (“Support”) for the Products and Services embedded in OEM Products as specified in the EULA noted in Table 1. Support does not include, and Partner agrees that it will use its best efforts to screen the following prior to directing any End Customer to Redis Support: (i) resolution of issues with hardware not provided by Redis; (ii) issues with Partner’s networks or internet connectivity; or (iii) issues arising from outside software, services, or other products not included in Table 1. Redis will make its documentation and specifications for the Products and Services available to Partner at no charge.

1.3 Collaboration and Monitoring. Redis and Partner will meet quarterly, or as otherwise agreed by both Parties, to discuss the state of the partnership and to review business performance issues and improvement initiatives. Redis reserves the right to conduct preliminary and periodic monitoring to assure that Partner’s processes, methodologies and quality assurance programs in connection with the OEM Products are appropriate and meet Redis’ objectives in allowing integration of the Products and Services. Monitoring of Partner by Redis must be agreed to and coordinated to ensure minimal interruption to Partner’s operations.

2. Fees and Term.

2.1 Order Forms. Partner will execute an ordering document (an “Order Form”), signed by both Parties, specifying the applicable Products and Services and associated fees. Partner will pay all fees set forth on Order Forms. Unless otherwise specified in an Order Form, all fees and other amounts are payable in United States Dollars. Except as specifically set forth in the EULA, all payment obligations under all Order Forms are non-cancelable and all payments made are non-refundable. The fees exclude any applicable taxes. Nothing in this Agreement requires either Party to pay taxes of the other Party. If applicable law requires Partner to withhold any amount from Partner’s payment, Partner will provide Redis with copies of documents related to Partner’s withholding upon Redis’ request. Overdue payments are subject to a late charge of 1.5% per month. If applicable, fees related to usage-based cloud infrastructure, network costs, or EBS are not included and will be billed monthly based on actual usage (the “Network Fees”). Partner agrees to pay Redis the Network Fees on a monthly basis, as they are charged to Redis. Partner will then subsequently bill the Network Fees to End Customer.

2.2 Term. Partner’s payment obligation for the Products and Services is for a committed annual term (“License Term”). Except as otherwise stated in the Agreement, Partner cannot terminate any Order for Products and Services, during any License Term. Partner is responsible for any License Term regardless of whether the Products and Services are embedded into OEM Products and then sublicensed to an End Customer. If an End Customer terminates its End Customer Agreement with Partner, or if Partner or Redis terminates the Agreement and this Appendix upon renewal of the License Term, the Parties will mutually agree on a transition period of up to 6 months under which Partner may continue to include the Products and Services in its OEM Products.

3. Restrictions and Acceptable Use.

3.1 Restrictions. Partner may not license the Products and Services and must only license OEM Products to End Customers. Partner may not lease, loan, sale, transfer, assign, or otherwise dispose of the OEM Products (aside from distribution by Partner and license as part of the OEM Products as explicitly permitted herein) or Documentation. Upon Redis’ request, Partner will identify End Customers who have licensed the OEM Products. Upon termination of any End Customer agreement, Partner will ensure that End Customer certifies removal of all OEM Products from End Customer systems. Partner may not combine the Products and Services with the products and services of any Redis competitor in the OEM Products.

3.2 Acceptable Use. Partner will not: (i) circumvent any usage restriction, limitation, or security policy; (ii) embed any Products and Services not described in Table 1 of this Appendix into OEM Products; (iii) white-label the Products and Services, except as may be approved explicitly in writing by Redis; or (iv) upload any virus, malware, intentionally harmful code, or content that is intentionally harmful or libelous to the Products and Services. The restrictions contained in this section together with the EULA and Support Terms in Table 1 are the “Acceptable Use Policy.” Partner will comply with the Acceptable Use Policy. With respect to the Acceptable Use Policy, Partner will ensure that (a) it is included in all agreements with End Customers concerning Products and Services (each “End Customer Agreement”), and (b) that End Customers comply with it. Partner will enforce the Acceptable Use Policy with the same degree of diligence with which it enforces similar agreements, but with no less than a commercially reasonable standard, and will immediately notify Redis if Partner becomes aware of any suspected or actual breach of any End Customer Agreement. Partner will cooperate with Redis, if needed, to pursue any enforcement efforts resulting from a breach of an End Customer Agreement.

4. Government End Customers.

4.1 Government Users. If Partner sublicenses to a U.S. government entity or if this otherwise becomes subject to the Federal Acquisition Regulations (FAR), Partner acknowledges that the Products and Services constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101, and must be sublicensed as commercial software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

Appendix 3

Referral Partner Appendix

1. Appointment and Duties.

Redis appoints Partner as a non-exclusive marketer and referrer of the Products and Services within the Territory identified in Table 1. Partner shall use reasonable efforts to refer potential customers (“Prospects”) to Redis. Partner is responsible for its own expenses incurred in connection with its role as a Referral Partner.

Table 1

TerritoryAs agreed upon by the Parties
Referral FeeAs agreed upon by the Parties

*Referral Fees are limited to $150,000 per Customer.

2. Referral Process.

Each Party will designate a “Referral Contact” to supervise that Party’s activities hereunder. The Referral Contacts will jointly review the Qualified Leads (as defined below) at least once a quarter, as needed. Partner may notify Redis of a Prospect for the Products and Services by registering the opportunity in the Partner Portal. If Redis accepts the Prospect, the Prospect becomes a “Qualified Lead.” If a Qualified Lead signs a definitive agreement with Redis for the Products and Services within 12 months from the date of referral (the “Referral Period”), that Qualified Lead becomes a customer (“Customer”) and Redis owes Partner a “Referral Fee” (as defined below). Redis has no obligation to execute any agreement with any Prospect or Qualified Lead. If Redis does not execute an agreement with a Qualified Lead before the Referral Period expires, and if the Parties do not mutually agree in writing to extend the Referral Period, such Qualified Lead will revert back to being a Prospect.

3. Referral Payment.

Redis shall pay a referral fee to Partner as a percentage of the fees paid to Redis by Customer, as specified in Table 1 (“Referral Payment”). The Referral Payment is not calculated on any taxes or any additional fees paid to Redis by Customer. The Referral Payment is due and payable within 60 days after the close of the fiscal quarter in which Redis actually receives payment from Customer. Redis will not pay any Referral Payment for any subsequent contract years beyond the first year, or for any fees relating to professional services, data export, custom models, maintenance, or any other non-standard services, unless otherwise mutually agreed in writing by the parties. Partner may resell the Products and Services to Customers, subject to Partner’s acceptance of the terms and conditions of the Reseller Partner Appendix, which override any referral percentages in this Appendix for any End Customer that receives fulfillment through Partner.

4. Referral Exclusions.

Partner is not entitled to any fee with respect to a reverted Prospect, whether or not Redis subsequently enters into an agreement with that Prospect. Redis may reject any Qualified Lead in its discretion. Redis will not pay Referral Fees if (i) the Qualified Lead (or any of its Affiliates) is, prior to the time of submission by Partner, a user of any Products and Services; or (ii) the Qualified Lead has previously discussed with Redis (or with any of its Affiliates, distributors, resellers, or other partners) the possibility of entering into an agreement for the provision of any Products and Services. “Net Revenue” means the amounts actually received by Redis from the sale of Products and Services pursuant to the definitive Agreement, minus: (a) any applied discounts; (b) any amounts paid other than the purchase price of the products and/or services sold (e.g., value added taxes, sales or other taxes, shipping and handling or other fees); (c) amounts associated with returns, chargebacks, and payment reversals; (d) incremental fees paid to Redis for additional purchases made during the initial term of the definitive Agreement; and (e) any one-time fees (such as, but not limited to, setup fees or professional services fees) or other non-recurring revenue.

Appendix 4

Technical Partner Appendix

1. License and Scope.

1.1 Evaluation License. Subject to the Agreement and the EULA, Redis grants Partner a term-based, non-sublicensable, non-exclusive, non-transferable, revocable, and limited use license (not for production or resale, “NFR”) to use the Products and Services during the License Term (as defined below) to: (i) evaluate the Products and Services internally; (ii) create and test interoperability between the Products and Services and software or services of Partner (the “Partner Products”) as approved in advance and in writing by Redis; (iii) demonstrate the interoperability between Products and Services and Partner Products to Partner’s prospective customers and channels; and (iv) provide technical support to Partner’s customers with respect to interoperability between the Products and Services and Partner Products. If Redis notifies Partner that any of the Products and Services are beta, evaluation, or pre-release versions, the foregoing license only applies to the uses specified in subsections (i) and (ii) above and may be subject to any additional terms imposed by Redis.

Table 1

Product or ServiceIdentified in the applicable Order Form
EULA & Support TermsFor Redis Enterprise Software (if applicable): https://redis.com/terms/reseller-eula
For Redis Enterprise Cloud (if applicable): https://redis.com/legal/cloud-tos/
Benefit/Tier*CommunityEnterprise
Listing on Partner Program WebsiteXX
Public Relations AnnouncementXX
NFR LicensingXX
Self-EnablementXX
Live Enablement and Training X
Online Certification X
Early Access to Sponsorship X
Expanded Website Listing X
Quarterly Business Reviews X
Co-Selling X
Co-Marketing (Joint Blogs and Co-branded Assets) X

*Benefits and tiers are subject to the determination of the Redis alliances team, in its sole discretion.

1.2 Support. Redis will provide Partner with support services (“Support”) for the Products and Services licensed as specified in EULA noted in Table 1. Support does not include: (i) resolution of issues with hardware not provided by Redis; (ii) issues with End Customer’s networks or internet connectivity; or (iii) issues arising from outside software, services, or other products not included in Table 1. Redis will make its documentation and specifications for the Products and Services available to Partner at no charge.

1.3 Modifications. Subject to Redis Intellectual Property Rights, Partner owns all copyrights to the portion of any adjustment or modification of Partner Product generated solely by Partner in order to create interoperability or integration with the Products and Services (“Partner Modifications”).Partner Modifications do not include any Products and Services, Redis Confidential Information, or other products or services developed by Redis. Partner acknowledges that Redis or third parties (including without limitation other Redis partners) may independently create and market components intended to create interoperability between or integration with Products and Services and other products or services of Redis or third parties, which may be similar to Partner Modifications. Redis reserves the right to alter or modify the Products and Services and Partner reserves the right to alter or modify the Partner Products, as each sees fit for the conduct of its business. The Parties will execute a separate agreement if the Parties desire to jointly create integrations or other intellectual property.

2. Order Form and Term.

2.1 Order Forms. Partner will execute an ordering document (an “Order Form”), signed by both Parties, specifying the Term and the applicable Products and Services provided to Partner under this Technical Partner Appendix.

2.2 Term. Partner’s may use the Products and Services during the license term (“License Term”) specified in an Order Form. The Parties may renew the License Term upon mutual agreement. Either Party may terminate this Technical Partner Appendix and the Agreement on 30 days’ prior written notice. Upon termination, Partner will remove the Products and Services from its systems and return Redis Confidential Information.

Appendix 5

Partner Program Appendix

1. Partner Program.

1.1 Appointment and Territory. Redis appoints Partner as a member of its Partner Program at the applicable Partnership Tier within the Territory specified below in Table 1. At a minimum, Partner must agree to (i) the terms of the Agreement and at least one Appendix attached thereto before any additional terms of this Partner Program Appendix apply; and (ii) the Partner Program Guidelines (“Program Guidelines”), as updated from time to time at the Redis Partner Portal. All discounts under the Partner Program replace and are not in addition to the discounts under any other Appendix.

Table 1

Partnership TierAs agreed upon by the Parties
TerritoryAs agreed upon by the Parties
Deal RegistrationAs agreed upon by the Parties
MDFAs agreed upon by the Parties
Discount off ListAs agreed upon by the Parties
Percentage of DealAs agreed upon by the Parties

 *Benefits are subject to the sole determination of the Redis alliances team and are subject to change at any time.

1.2 Order Forms. Partner will execute an ordering document (an “Order Form”), signed by both Parties, specifying the applicable End Customer, the Products and Services and associated fees, and any additional special terms. Partner will pay all fees set forth on Order Forms.