Last Updated: August 10, 2023
This Redis Enterprise Software Agreement (the “Agreement”) is entered into by and between Redis and the Customer identified in the applicable Transaction and is effective upon the completion of a Transaction, which may be through an Order Form, or agreeing to a Marketplace Transaction (“Effective Date”). 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. When you purchase Software 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.
|Appendix 1 – Consulting Services||If Consulting Services are provided by Redis during the applicable Subscription Term (as described in a Statement of Work (“SOW”) and/or corresponding Transaction documentation), the additional provisions in Appendix 1 (Consulting Services) will apply.|
The Parties hereby agree as follows:
Capitalized terms not otherwise defined elsewhere in this Agreement will have the following meaning:
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 50% or more of the voting rights in the company.
Commercial Key means the commercial key provided by Redis to activate Software under a Commercial Subscription, for the Subscription Term.
Commercial Subscription means a paid subscription to the Software pursuant to a Transaction and does not include Free Subscriptions. A Commercial Key, as defined above, is necessary for Commercial Subscriptions.
Consulting Services has the meaning set forth in Appendix 1 (Consulting Services).
Customer Success Services has the meaning set forth in Section 2.3 (Customer Success Services).
Database Instances or Database Shards mean any Redis process, including but not limited to, a master database process, a slave database process, or a database process that acts as a shard of a clustered database, that has been provisioned by the Customer with connection to the Software through the Software management user interface, the application program interface, or a command line interface.
Documentation means the technical or user documentation made available by Redis with the Software, which may be modified from time to time at https://docs.redis.com/latest/.
Evaluation Software means Software provided by Redis under a Free Subscription.
Free Subscription is a subscription to the Software provided at no charge or fee by Redis.
Marketplace means a third-party online marketplace such as Google Cloud Platform, Amazon Web Services, Microsoft Azure Cloud, or other authorized platforms (each, a “Marketplace”) through which Customer completes a Transaction.
Order Form means an ordering document or form, for the provision of Software, Customer Success Services and/or Consulting Services.
Services means Support Services, Customer Success Services and Consulting Services.
Software means (a) the generally available Redis Enterprise software (previously known as Redis Pack, RP, Redis Enterprise Cluster or RLEC), (b) Redis Enterprise modules and add-ons (e.g., RediSearch, RedisJSON, RedisBloom), and (c) updates thereto, licensed by Customer in one or more Transactions under this Agreement.
Subscription Term means the term or period specified in a Transaction and includes the Initial Term and any Renewal Term.
Support Services has the meaning set forth in Section 2.4 (Support Services) and does not include Customer Success Services.
Transaction means the offer and acceptance by Customer of Software, Customer Success Services and/or Consulting Services to Customer through the (i) execution of an Order Form or SOW directly with Redis, (ii) a purchase through a third-party reseller or (iii) through a Marketplace that includes the applicable pricing and licensing specifics for the Software.
Trial Key means a Software activation key provided by Redis to activate Database Instances in a Trial Subscription.
Trial Subscription means the period specified by Redis during which Customer is allowed to use the Software for trial purposes.
2.1 Availability and License. Subject to the terms and conditions of this Agreement and the applicable Transaction, Redis grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as stated in Section 11.2 (Assignment)), revocable license during the term of the Subscription Term to use and reproduce the Software for which Customer has purchased a Commercial Subscription, solely in connection with Customer’s internal operations up to the number of Database Instances specified in a Transaction. Customer may use the Software in connection with an application available to its end users, as long as Customer’s end users cannot access the Software directly. Customer may allow Affiliates to use the Software 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 License Restrictions. Customer shall not (and will not allow any third party to): (a) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from any encrypted or encoded portion of the Software, in whole or in part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Software (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions), (b) directly or indirectly circumvent or violate the technical restrictions of the Software, (c) sell, sublicense, rent, lease, distribute, market, or commercialize the Software for any purpose, including timesharing or service bureau purposes, (d) remove or change any product identification, proprietary, copyright or other notices contained in the Software, (e) modify or create a derivative work of any portion of the Software, (f) publicly disseminate performance information or analysis including benchmarking test results related to the Software or the Commercial Subscription, and (g) combine Software with any non-Redis Enterprise module (e.g., a modified Redis open-source module), without the prior written consent of Redis, as such combination(s) may inhibit the Support Services.
2.3 Customer Success Services. Subject to payment of the applicable fees, Redis will provide during the Commitment Period, one of the Customer Success Service levels found at https://redis.com/legal/customer-success-services-policy/, and specified in the corresponding Transaction documentation. “Customer Success Services” are deemed “Consulting Services” for the purposes of this Agreement.
2.4 Support Services. Subject to payment of the applicable fees, Redis will provide during the Commitment Period, one of the Support Service levels found at https://redis.com/legal/software-support-policy/ (the “Support Policy”) and specified in the corresponding Transaction documentation. The Support Policy is (i) automatically included with the license and fees for the Software, and (ii) not separable from the license.
3.1 Evaluation Software. If Redis makes available to Customer any Evaluation Software, subject to the terms and conditions of this Agreement and any applicable Transaction, Redis grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as stated in Section 11.2 (Assignment)), revocable license during the term of the Free Subscription to use and reproduce such Evaluation Software, solely in connection with Customer’s internal operations and for the purposes of development and evaluation of the Evaluation Software. Evaluation Software may not be used for testing, QA, staging, or in a production environment. Unless otherwise stated in writing by Redis, the term of any Free Subscription is 30 days and is limited to 4 Database Instances.
3.2 Previews. Redis may offer certain pre-release previews of the Software (“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 30 days unless stated otherwise in the Transaction.
3.3 Trial Subscription. If Customer obtained from Redis a Trial Key for use with a Trial Subscription, Customer is granted a limited, no-charge, non-transferable (except as stated in Section 11.2 (Assignment)), non-sublicensable, revocable, limited and non-exclusive license, for the term of the Trial Subscription, to use the Software in Customer’s internal environment for development and evaluation purposes only, for up to the number of Database Instances provisioned by the Trial Key. Customer shall not use a Trial Subscription for testing, QA, staging or in a production environment.
4.1 Direct Fees. Customer agrees to pay all Transaction fees. Unless otherwise specified in a Transaction, all fees and other amounts are payable in United States Dollars. Except as specifically set forth in this Agreement, all payment obligations under all Transactions 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 Software 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 Transaction.
4.2 Indirect Fees. If Customer’s Transaction is through a Marketplace or through a third-party reseller or partner (a “Partner”), Customer agrees to pay all fees to the Marketplace provider or Partner. Redis fees are exclusive of any customs or other duty, tax, and similar levies imposed by any authority. Customer agrees to pay to the Marketplace provider or Partner any sales, value-added or other similar taxes imposed by applicable law that Redis must pay based on the Transaction, except for taxes based on Redis’ income. Customer’s acceptance of Marketplace pricing and terms or this Redis EULA binds Customer to the obligations of this Agreement and any applicable Transaction documentation. If Customer purchases through a Marketplace or Partner, Customer will be responsible for full payment of the fees for the Subscription Term, regardless of usage, payment or billing terms between Customer and the Marketplace or Partner. At the end of the Subscription Term, if there is a shortfall between the total amount paid by Customer to the Marketplace and the total fees listed in the applicable Transaction, Redis will invoice the Customer for the shortfall amount.
4.3 True-Up Fees. At the end of each three-month period or any other period as defined by Redis in its discretion (including promptly upon termination of a Transaction), Customer shall submit a reasonably detailed report setting out the used Software quantities during the then-current Subscription Term. In the event that the used quantities exceed the quantities for which Customer was invoiced, Redis will invoice Customer a prorated charge for additional quantities added by Customer during the then-current term at the agreed-upon unit-price or, if there is no specified pricing, the fee will be based on the then-current list price (the “True-up Fee”) and Customer shall pay the True-up Fee in accordance with the applicable payment terms of the Transaction.
4.4 Authorizing Payment. By providing a credit card or other payment method accepted by Redis (“Payment Method”) in connection with the Transaction, Customer is authorizing Redis to charge the applicable fees to the Payment Method.
5.1 Definition. Either Party may disclose Confidential Information to the other Party pursuant to this Agreement or in furtherance of the business relationship (the “Purpose”). “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. Notwithstanding anything to the contrary, Confidential information of Redis also includes: the Software, Commercial Keys, the Agreement terms, any Transactions (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 (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, 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 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 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. If the Parties have executed a separate non-disclosure or confidentiality agreement (an “NDA”) related to the purpose of this Agreement, this Section will supersede and replace such NDA for the Purpose.
As between Redis and Customer, all rights, title, and interest in and to all intellectual property rights in the Software 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 Software 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. 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) without restriction.
7.1 Software Warranty. Redis warrants that: (a) the Software as provided will perform substantially in accordance with the Documentation for a period of 90 days from delivery of the Commercial Keys, and (b) that the Support Services will be performed in a work person-like manner consistent with industry standards. If Customer believes there has been a breach of this warranty, Customer must promptly notify Redis in writing within the warranty period or following delivery of the Support Services as the case may be, stating in reasonable detail the nature of the alleged breach. If there has been a breach of this warranty, then the exclusive remedies will be for Redis (i) to correct or replace the non-performing components of the Software, or (ii) re-perform at no additional charge, any affected Support Services to cause them to comply with this warranty. If Redis is unable to comply with this warranty, Customer shall be entitled to terminate the applicable Transaction and receive a prorated refund of the fees pre-paid by Customer for the corresponding unused portion of the Subscription Term. The warranties set forth in this Section shall apply only if the applicable Software has been utilized in accordance with the Documentation, this Agreement (including any Transactions) 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 SOFTWARE (INCLUDING TRIAL, EVALUATION SOFTWARE AND PREVIEWS), SUPPORT SERVICES, AND CONSULTING 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. NEITHER THE SOFTWARE (INCLUDING TRIAL, EVALUATION SOFTWARE AND PREVIEWS) NOR THE SUPPORT SERVICES ARE 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.
7.4 Customer Software Configurations. Customer shall implement and follow complex password requirements such as NIST 800-63 or a similar standard regarding password and credentials protections for its users (“Digital Identity Guidelines”). Redis cannot be responsible for Customer’s refusal to implement appropriate Digital Identity Guidelines. In addition to Digital Identity Guidelines, Customer is responsible for following the best practices available at https://docs.redis.com/latest/rs/security/, and understanding and implementing appropriate security configuration(s) within the Software.
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 SOFTWARE (INCLUDING TRIAL, EVALUATION SOFTWARE AND PREVIEWS), SUPPORT SERVICES, OR CONSULTING 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), SECTION 6 (INTELLECTUAL PROPERTY), 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, (iii) WILLFUL MISCONDUCT, OR (iv) ANYTHING ELSE THAT CANNOT BE LIMITED BY LAW. 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 SOFTWARE AND SERVICES WOULD HAVE BEEN GREATER WITHOUT THEM BY NECESSITY.
9.1 Indemnification by Redis. Redis will defend Customer against any third-party claim that the Software provided under a Commercial Subscription infringes 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 Software by Customer, (b) use of the Software in combination with any other 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 Software by anyone other than Redis, (d) use of any older release of the Software, when a newer version would have avoided the infringement, (e) Redis’ compliance with any materials, designs, specifications or instructions provided by Customer, or (f) any infringement by third-party open-source software components included within the Software. 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 Software provided under a Commercial Subscription, (ii) modify the Software provided under a Commercial Subscription 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 Subscription Term.
9.2 Indemnification by Customer. Customer will defend Redis against: (a) any third-party claim that Customer’s use of the Software 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 Software in violation of Section 2 (License) 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 any 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 if 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 consent, if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, such consent shall not be unreasonably withheld, delayed or conditioned), and (c) 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 herein.
10.1 Agreement Term. This Agreement commences on the Effective Date of the Transaction and continues until all of Customer’s Free Subscriptions and Commercial Subscriptions expire or either Party terminates this Agreement earlier in accordance with this Section. Either Party may terminate this Agreement and any applicable Transaction if the other Party materially breaches this Agreement and does not cure such breach within 30 days of written notice. Termination of a Transaction 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 (Availability & License) terminate and Customer will remove the Software from all servers on which Software was installed. Any provisions intended by their nature to survive termination of this Agreement will survive termination.
10.2 Transaction Term. The Transaction documentation specifies the start date of the Commercial Subscription and the associated initial term (the “Initial Term”). Unless otherwise stated in a Transaction, at the end of the Initial Term, the Subscription Term will automatically renew for the specified period (each a “Renewal Term”), subject to an annual fee increase not to exceed the greater of 5% or CPI-U per year, unless either Party notifies the other Party in writing of its intent not to renew the Transaction at least 30 days prior to the end of the then-current term.
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 any attempt to do so will be null and void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to an Affiliate or to a successor in interest by way of a merger, reorganization, or a sale of all or substantially all the assets of the Party. 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 Software and 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.
11.6 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.
11.7 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 Software and Services may not be provided in countries listed in the Office of Foreign Assets Control sanction list and Customer’s access to the Software and Services may be restricted in such countries. Such prohibitions do not constitute a Force Majeure Event.
11.8 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.
11.9 Integration; Order of Precedence. This Agreement, together with any Transaction documentation, 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. This Agreement may not be amended or modified except by a writing signed by both Parties. The terms of this Agreement will not be amended, modified, or supplemented by, and will control over, any conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, or other document or statement issued by Customer. Notwithstanding the foregoing, in the event of a conflict between this Agreement and any Transaction documentation, the terms of such Transaction documentation prevail solely for purposes of such Transaction. Neither the terms of this Agreement, nor those of an a Transaction, will be amended, modified, or supplemented by, and will control over, any conflicting or additional terms or conditions of any Purchase Order or purchase order platform, acknowledgement, confirmation, or other document or statement issued by Customer.
11.10 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.
11.11 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 email@example.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 94040, USA. Billing notices by Redis will be addressed to the billing contact designated by Customer.
11.12 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.
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. Notwithstanding the foregoing, Customer agrees that Redis may enforce its rights for violations of the license terms or other use terms of this Agreement, even if such violations are related to, or arising out of an agreement between Customer and a third-party reseller.
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 Software or by notifying Customer via email. Any amended terms become effective upon posting on the Redis website for the applicable Software or as stated in an email notice message. By continuing to use the Software 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 terms were last amended on the date indicated above.
(Only applicable if Customer opts to use Consulting Services)
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 Transaction. Each SOW or Order Form 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 Transaction.
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.
3.1 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 or Transaction. 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 (e.g., additional fees). In case of material impacts, Customer and Redis will negotiate and execute a change order to the SOW or Transaction or, failing to reach an agreement, Redis may terminate the SOW or Transaction 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 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 of the Agreement (Assignment)), revocable license to use Redis Materials and Redis Tools solely for Customer’s internal operations in connection with its authorized use of the Software.
Regarding 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 work person-like manner. If through no fault or delay of Customer the Consulting Services do not conform to the foregoing warranty, and Customer notifies Redis within 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.
Unless otherwise stated in the Transaction documentation, invoices will be submitted by Redis to Customer each calendar month for Consulting Services during the preceding month.
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.