(Also known as the Redis EULA)
Last Updated: February 15, 2024
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 (“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 license 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.
The Parties hereby agree as follows:
Capitalized terms not defined elsewhere in this Agreement have the following meanings:
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 during the Subscription Term 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 specified in Section 2.3 (Consulting Services).
Customer Property means Customer Confidential Information and Customer Marks that may be included in the Redis Materials.
Customer Success Services has the meaning specified in Section 2.4 (Customer Success Services).
Database Instance means any Redis process, including a master database process, a replica 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. Database Instances are collectively, a “Database.”
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 through which Customer completes a Transaction.
Marks means a Party’s trademarks, logos, and service marks.
Order Form means an ordering document or form, for the provision of Software and Services.
Redis Materials means Documentation, templates, training materials, recordings, and other items Redis may provide to Customer as part of Consulting Services.
Redis Tools means proprietary tools, libraries, know-how, techniques, and expertise used by Redis to develop Redis Materials.
Partner means an authorized third-party reseller or distributor of the Software and Services.
Services means Support Services, Customer Success Services, and Consulting Services.
Software means the programs provided by Redis to Customer in a Transaction under the terms of this Agreement, including the Redis Enterprise software, the integrated modules, and any updates thereto.
SOW means a statement of work for Consulting Services.
Subscription Term means the committed term or period of the Commercial Subscription specified in a Transaction and includes the initial term and any renewal term.
Support Services has the meaning specified in Section 2.5 (Support Services) and does not include Customer Success Services.
Transaction means the offer and acceptance by Customer of Software and/or Services through: (a) the execution of an Order Form or SOW directly with Redis; (b) a purchase from a Partner; or (c) a Marketplace that includes the applicable pricing and licensing specifics for the Software.
Trial Key means an activation key provided by Redis to activate the Software 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, 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: (a) use the Software licensed by Customer under a Transaction; or (b) execute a separate Transaction with Redis subject to the terms of this Agreement, provided that in both cases Customer is responsible for such Affiliate’s compliance with this Agreement. The Software may contain portions that are separately available from Redis under open source or source available licenses, however, the license granted by Redis to Customer under this Agreement supersedes the terms of such licenses with respect to those portions of 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 Support Services.
2.3 Consulting Services. Consulting Services are any professional, educational, operational, or technical services provided by Redis to Customer, as described in a mutually agreed upon SOW or as otherwise outlined in a Transaction. Each SOW or Transaction will include, at a minimum, a description of the Consulting Services and any Redis Materials to be provided to Customer. Consulting Services will be considered delivered: (a) within 90 days from the date of the applicable Transaction for a package purchased as pre-paid hours; or (b) for the annual plan, on a monthly pro-rata basis with the entirety of the package being delivered as of the end of applicable Subscription Term. Redis provides Customer with a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the Subscription Term to use Redis Materials and Redis Tools solely for Customer’s internal operations in connection with its authorized use of the Software and receipt of the Consulting Services. Redis may use Customer Property solely for the purpose of providing Consulting Services to Customer. The performance of Consulting Services is contingent on Customer promptly providing the relevant Customer Property.
2.4 Customer Success Services. Subject to payment of the applicable fees, Redis will provide Customer Success Services during the Subscription Term at one of the levels found at https://redis.io/legal/customer-success-services-policy/, as specified in the corresponding Transaction. Customer Success Services are deemed “Consulting Services” under this Agreement.
2.5 Support Services. Redis will provide Support Services during the Subscription Term at one of the levels found at https://redis.io/legal/software-support-policy/ (the “Support Policy”) as specified in the corresponding Transaction. Support Services under the Support Policy are not separable from the license, and do not include any Consulting Services.
3.1 Evaluation Software. If Redis makes available to Customer any Evaluation Software, Redis grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the term of the Free Subscription to use and reproduce the Evaluation Software, solely in connection with Customer’s internal operations and for the purposes of development and evaluation. 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 pre-release previews of the Software (“Previews“), which may be made available to customers through the Redis website, or through a Marketplace. 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: (a) is under no obligation to provide Support Services for Previews; (b) may change or discontinue Previews at any time; (c) may choose not to release a Preview into general availability; and (d) provides the Previews subject to the applicable limited license terms and restrictions of this Agreement. Previews are provided to Customer for 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, 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 specified 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 are 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. Unless otherwise stated in the Transaction, invoices for Consulting Services that are not pre-paid will be submitted by Redis to Customer each calendar month for the preceding month.
4.2 Indirect Fees. If Customer’s Transaction is through a Marketplace or through a Partner, Customer agrees to pay all fees to the Marketplace 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 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 the Transaction. 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, Customer will pay the shortfall amount.
4.3 True-Up Fees. At the end of each three-month period or another period as defined by Redis in its discretion (including promptly upon termination of a Transaction), Customer shall submit a reasonably detailed report of the used Database Instance quantities during the then-current Subscription Term. If 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 payment terms of the applicable 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. A Party may disclose Confidential Information to the other Party under this Agreement 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, 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, including copies and derivatives. Confidential information includes: the Software, Commercial Keys, Customer Property, Redis Materials, Redis Tools, the Agreement terms, the Transaction terms, 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 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 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 confidentiality and nondisclosure obligations under this Section for 5 years after termination of the Agreement (except for trade secrets, which must be kept in confidence in perpetuity). Upon written request of the Discloser or at 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, except as otherwise required by law or pursuant to a bona fide archival or document retention policy.
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, Services, Previews, Trial Subscriptions, Evaluation Software, Redis Materials (except to the extent of Customer Property incorporated therein), and Redis Tools 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 to verify compliance with this Agreement for up to 1 year following termination. As between Redis and Customer, all rights, title, and interest in and to all intellectual property rights in Customer Property are owned exclusively by Customer notwithstanding any other provision in this Agreement. 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, 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 the Software as provided will perform substantially in accordance with the Documentation for 90 days from the first delivery of the Commercial Keys under a Transaction (i.e., not for any additional Database Instances or renewals of the Commercial Subscription). If Customer believes there has been a breach of this warranty, Customer must promptly notify Redis in writing within the warranty period 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 to: (a) correct or replace the non-performing components of the Software at no additional charge to Customer; or (b) if Redis fails to successfully correct the Software within a reasonable time of receipt of written notice of Customer detailing the breach, allow Customer to terminate the applicable Transaction and provide a prorated refund of the fees prepaid by Customer for the remainder of the Subscription Term.
7.2 Services Warranty. Redis warrants that the Services will be: (a) performed by Redis personnel with the necessary knowledge, skills, experience, qualifications, and resources to provide; and (b) 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 following delivery of the Services stating in reasonable detail the nature of the alleged breach. If there has been a breach of this warranty through no fault of Customer, then the exclusive remedy will be for Redis to re-perform the affected Services at no additional charge.
7.3 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.
7.4 Disclaimer. EXCEPT AS PROVIDED IN THIS WARRANTY SECTION AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SOFTWARE (INCLUDING TRIAL, EVALUATION SOFTWARE, AND PREVIEWS) AND SERVICES ARE PROVIDED TO CUSTOMER “AS-IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, TITLE, PERFORMANCE, SECURITY, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ALL REDIS PRODUCTS AND SERVICES UNDER THIS AGREEMENT ARE NOT 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. THE WARRANTIES OUTLINED IN THIS SECTION APPLY ONLY IF THE SOFTWARE HAS BEEN UTILIZED IN ACCORDANCE WITH THE DOCUMENTATION, THIS AGREEMENT (INCLUDING ANY TRANSACTION) AND APPLICABLE LAW.
7.5 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 is not 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://redis.io/docs/latest/operate/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 EXCEED THE TOTAL FEES PAID BY CUSTOMER TO REDIS FOR COMMERCIAL SUBSCRIPTIONS IN THE 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 DO 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 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.
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 Mark, 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 the 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 remainder 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 Mark, 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 does not relieve the Indemnifying Party’s obligations 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 will not be unreasonably withheld, delayed or conditioned); and (c) assistance requested by the Indemnifying Party 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.
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. If all Transactions under this Agreement have expired or been terminated, either Party may terminate this Agreement for convenience by providing 30 days’ written notice. 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 and 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.
10.2 Transaction Term. The Transaction specifies the start and end date of the Commercial Subscription. At the end of the initial term, the Commercial Subscription will renew for additional periods as specified in the applicable Transaction.
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 do not apply in interpreting this Agreement. The language in this Agreement will 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 and any non-transferable rights herein, 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 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.
11.5 Contact Information. Redis, its Affiliates, and applicable contractors, may process business contact information (including, but not limited to, name, address, business telephone, email, and applicable user ID) of Customer, its personnel, and other authorized users to communicate and manage applicable business dealings. Where consent by the individuals (or other notice) is required for such processing, Customer will notify and/or obtain such consent. The Redis Privacy Policy available at https://redis.io/legal/privacy-policy/ governs how Redis processes such data.
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. A Party will not be liable for failures or delays in performance due to causes beyond its reasonable control, including, an 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 any Force Majeure Event. The inability to meet financial obligations or compliance with existing applicable law will not be considered Force Majeure Events.
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: (a) elements provided herein constitute software, services, and Documentation and are provided as “Commercial Products” and “Commercial Services” as defined at 48 C.F.R. 2.101; and (b) are being licensed as commercial computer software and services, subject to the restricted rights of 48 C.F.R. 2.101 and 12.212.
11.9 Integration; Order of Precedence. This Agreement, any Transaction, Appendix, and SOWs constitute the entire agreement between the Parties and supersede all prior agreements, or communications regarding the subject matter hereof. The terms of this Agreement 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, the terms of such Transaction prevail solely for purposes of such Transaction.
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 legal@redis.com. Notices will be: (a) in writing; (b) in English; and (c) treated as received when the email is sent, whether the other Party has received the email or not. Customer is responsible for keeping its designated email contact current throughout the Subscription 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 (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 confers, or is intended to confer, to 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 Partner.
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.
