REDIS ENTERPRISE SERVICES SUBSCRIPTION AGREEMENT 
 
Last Update: August 11, 2021
 
 
Welcome and thanks for purchasing and using the Azure Marketplace license coupon (“License Coupon”) for the Redis Enterprise software component that powers the Enterprise and Enterprise Flash plans (the “Enterprise Plans”) of Azure Cache for Redis and cloud services built thereon (jointly, the “Services”)!.  This subscription agreement (the “Agreement”) to the Software Component and Services is a legally binding contract and describes your rights and responsibilities as a customer of the Software Component and the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement. If you do not agree to this Agreement, please do not register or use the Services. Redis (“Redis” “us” or “we”) and you (where “you” or “Customer” shall mean the entity you represent or, if that does not apply, you individually) may each be referred to as a “Party” and collectively as the “Parties”. You are entering into this Agreement with the following Redis entity, based on your domicile: (i) with Redis Inc., if you are domiciled in the Americas or Asia (including India); (ii) with Redis EMEA Ltd., if you are domiciled in Europe, the Middle East (other than Israel), or Africa; or (iii) with Redis Ltd., if you are domiciled in Israel.  
 
1.  Right to Use 
 
We are pleased to offer you the right to use the Services, in accordance with this Agreement and the applicable Microsoft agreement(s). Subject to payment of the applicable metered usage fee (“Services Fee”), you may apply the License Coupon and use the Service in accordance with the specified plan you have subscribed to, up to the specified capacity limits (the “Subscription”). 
 
Services previews (“Previews”) may be available as part of the Services. Previews are provided "as-is", "with all faults", and "as-available", and are excluded from any indemnities provided in this agreement. Previews may not be covered by any Support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into general availability.
 
2.  Support Services
 
Customer support for the Services (“Support”) shall be provided by Microsoft, pursuant to your agreement with Microsoft Azure. In the case Redis is required to assist Microsoft in providing Support for the Services, you may need to submit a Support package containing certain information related to your use of the Services, including by means of example, software log files and software configuration files (“Software-Related Data”). Redis will use the Software-Related Data solely for the purposes of assisting with Support and, in an aggregated and anonymized form, for improving the quality of the Services. If Customer unreasonably limits Redis’ access to Software-Related Data, Redis will not be responsible for any resulting delays in providing Support.
 
3.  Account Registrations 
 
We may collect certain account registration (“Account Registration”) and use data and information about you and your use of the Services and otherwise in connection with this Agreement. Any collection and use of all such data and information will be in accordance with this Agreement, the Azure Commercial Marketplace Terms agreement, and our Privacy Policy which you acknowledge. We reserve the right to decline any Account Registration.
 
4.  Fees, Taxes, and Payments
 
The Services are purchased implicitly on your behalf when you create a Subscription for an Enterprise Plan of Azure Cache for Redis via the Azure Portal and pay the Services Fees, according to the fee schedule (“Fee Schedule”). The Fee Schedule can be found at the Azure Cache for Redis pricing page. You agree to pay all applicable charges specified for the Services (including any charges for use in excess of authorizations). The Fee Schedule is exclusive of any customs or other duty, tax, and similar levies imposed by any authority, which shall be added to your Services Fees. You agree to pay any sales, value-added, or other similar taxes imposed by applicable law that we must pay based on the service tier you subscribed to, except for taxes based on our income. 
 
For a consumption offering (“Consumption Offering”), in order to enable Azure Marketplace to collect payment for the Services, you agree to comply with the Azure Marketplace’s terms and conditions. 
 
Redis may offer discounted Services Fees (“Discounted Fees”) if you commit to a predefined consumption of the Services (the “Committed Expenditure”) during a predefined period of time (the “Commitment Period”) (jointly, the “Commitment Offering”), available through the Azure Marketplace Private Plans (“Private Plan”). By subscribing, activating, and consuming a Private Plan, you commit to maintain the Subscription during the Commitment Period. For Commitment Offerings. You undertake to pay the Discounted Fees regardless of your level of use of the Services. For avoidance of doubt, you will be liable for the Discounted Fees in full, even if any of the following events has occurred during the Commitment Period: (a) you ceased to use the Services for any reason; or (b) you reduced the use of the Services below the level covered by the Committed Expenditure. 
 
Redis may permit you to modify the quantity of the Services ordered during the Term and your price level may be adjusted accordingly, however price level changes will not be retroactive. During the Term of your Subscription, prices for the Services will not be increased from those posted at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the offer details, or for Services previews. All prices are subject to change at the beginning of any Subscription renewal. 
 
5.    Your Data Ownership, Processing, and Data Protection
 
Your data (“Customer Data”) consists of all data and information that you or your authorized users provide or input to the Service. Your use of the Service will not affect your ownership rights of any Customer Data. Customer Data remains your data at all times and you are solely responsible for ensuring that your data, and your use of it, complies with this Agreement and applicable law. Redis does not require access to Customer Data in order to provide the Service or Support. The type and quantity of Customer Data if any that you submit to Redis in a Support ticket  is solely at your discretion. 
 
You represent and warrant that your use of the Services comply with all applicable laws and regulations, including without limitation any applicable data privacy protection laws. To the extent the European General Data Protection Regulation (EU/2016/679) (GDPR) applies to your Customer Data, our Data Processing Addendum (DPA) shall apply and serve as an integral part of this Agreement.
 
You are responsible for assessing the suitability of the Services for your intended use and Customer Data and to take necessary actions to order, enable, or use available data protection features appropriate for the Customer Data being used with the Services. By using the Services, you accept responsibility for your use of the Services and acknowledge that it meets your requirements and processing instructions to enable compliance with applicable laws.
 
6.  Use Rights and Limitations
You may access and use the Services solely to the extent authorized by this Agreement. You are responsible for your use of the Services by any third party who accesses the Services with your account credentials on your behalf. You may not use the Services in violation of any jurisdiction’s laws and regulations, including but not limited to all applicable provisions related to data privacy and protection, intellectual property rights, or sectoral restrictions.
 
Redis or its licensors exclusively own and reserve all right, title, and interest in and to the Services, including any improvements or derivatives thereof. No title to or ownership of any proprietary rights relating to the Services is transferred to you or any user pursuant to this Agreement. All rights not expressly granted to you are reserved by Redis.
 
You may not: (i) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code or reverse engineer the Services, (ii) modify, alter, tamper with, repair, or create derivative works of any components of the Services; (iii) disclose Redis Confidential Information as defined below; (iv) use the Services in a way designed or intended to avoid exceeding use limits or incurring fees; (vi) assign, resell, or sublicence access to the Services to any third party; (vii) use the Services in connection with any derivative work thereof; (viii) attempt to circumvent, disable or otherwise make ineffective any security features used by the Services; (vix) use the Services to perform a harmful activity; or (x) process any harmful content to or through the Services.
 
Confidential Information means information, in any form or format, marked confidential, identified as Confidential Information at the time of disclosure or the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential Information includes, but is not limited to, source code, benchmarks, pricing, roadmaps, security measures, and reports. You will use at least commercially reasonable efforts to maintain the confidentiality of the Confidential Information, agree to use Confidential Information only for purposes consistent with this Agreement, and will notify us promptly of any unauthorized use or disclosure of Confidential Information. Confidential Information may be disclosed and used by your employees, partners, contractors, professional advisors and third parties having a need to know and who are under a similar obligation of confidentiality.
 
6. Suspension or Termination of the Services 
 
We reserve the right to suspend or terminate your account and block any and all current or future access to and use of our website and the Services (or any portion thereof) without derogating from any other right or remedy that we may have by law, equity or otherwise, if you breach this Agreement. 
 
7. Term and Termination
 
This Agreement commences when you create a Subscription, and continues until it is terminated. You may terminate this Agreement by terminating all Services Subscriptions under your account. We may terminate your account and this Agreement, or suspend your access to the Services: (a) for your breach of this Agreement subject to prior notice, (b) immediately if (i) your payment is overdue; (ii) we determine that there is a risk to the Services or to any third party from your actions and/or that your use of the Services may be unlawful; or (iii) you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or made a similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar pr
oceeding. If we suspend your right to access or use any portion or all of the Services, you remain responsible for all Services Fees you have incurred prior to the suspension and you will not be entitled to any credit or refund.
Upon termination of this Agreement: (i) all your rights under this Agreement terminate immediately; and (ii) you remain responsible for all Services Fees you have incurred through the date of termination. 
 
8. No Warranty or Conditions 
 
To the extent not prohibited by law, Redis, its affiliates and partners: (a) provide the services "AS IS", "WITH ALL FAULTS" and "AS AVAILABLE", (b) make no representations or warranties or conditions whether express or implied (e.g. warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement), and (c) do not guarantee that the Services will be uninterrupted, error-free or free of harmful components, that the Customer Data will be secure or not otherwise lost or damaged.
 
If you are dissatisfied with any portion of the Services or with this Agreement, your sole and exclusive remedy is to discontinue use of the Services.
 
9. Indemnification
 
Indemnification by Redis. Redis will defend Customer against any third-party claim that the Services infringe a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (“Claim Against Customer”), and will indemnify Customer for the resulting costs and damages 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 Services by Customer, (b) use of the Services in combination with any other services, software, content, data, business process, or equipment not supported in Redis’ documentation if such Claim Against Customer would have been avoided without such combination, (c) any modification or alteration of the Services by anyone other than Redis,(d) use of any older release of the Services when a newer version would have avoided the infringement, (e) Redis’ compliance with any materials, designs, specifications or instructions provided by Customer, of (f) any infringement of third-party open source software included within the Services. In the event of a Claim Against Customer pursuant to this Section, Redis will (at Redis’ option and expense): (i) obtain for Customer the right to continue using the Services, (ii) modify the Services to make it non-infringing, or (iii) if subsections (i) and (ii) are not commercially viable (as determined by Redis in its sole discretion), terminate this Agreement, in which case Customer may be entitled to a pro-rated refund of  any fees pre-paid by Customer specifically for the Services for the corresponding unused period of the applicable Subscription.  
 
Indemnification by Customer. Customer will defend Redis against: (a) any third-party claim that any Customer Data, or Customer’s use of the Services in breach of this Agreement, infringes a registered patent, registered trademark, or copyright, or misappropriates a trade secret (to the extent that such infringement or misappropriation is not the result of Redis’ actions), or (b)  any claim relating to Customer’s use of the Services in violation 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. 
 
Indemnification process. As a condition of receiving an indemnification under this Agreement, the Party seeking indemnification hereunder (the “Indemnified Party”) will provide the other Party (the “Indemnifying Party”) with: (a) prompt written notice of the claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party’s obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure, (b) complete control over the defense and settlement of the claim (provided, that the Indemnifying Party will not settle any claim without the Indemnified Party’s prior written permission if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, such permission not to be unreasonably withheld, delayed or conditioned), and (c) such assistance in connection with the defense and settlement of the claim, at the Indemnifying Party’s expense, as the Indemnifying Party may reasonably request. 
 
10. Limitation of Liability
 
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL REDIS, ITS AFFILIATES, PARTNERS, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF REDIS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
 
THE AGGREGATE LIABILITY OF REDIS AND ITS AFFILIATES, OFFICERS, PARTNERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE CLOUD SERVICES WILL BE LIMITED TO ONE (1) TIME THE MOST RECENT MONTHLY OR YEARLY FEE (AS THE CASE MAY BE) THAT YOU PAID FOR THAT PARTICULAR SERVICE. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
 
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
 
11. Governing Law and Jurisdiction
 
If you are located in the Americas or Asia (including India), this Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict or choice of laws principles. The Parties agree that any and all disputes concerning this Agreement  shall be brought in the federal and state courts of the State of Delaware having jurisdiction thereof and irrevocably waive any and all claims and defenses either might otherwise have in any such action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar claim or defense.
 
If you are located in Europe, the Middle East (other than Israel), or Africa, this Agreement shall be construed and enforced in all respects in accordance with the laws of England, without reference to principles of conflict or choice of law. The Parties hereby consent to the exclusive jurisdiction of the English courts.
 
If you are located in Israel, this Agreement shall be governed by the laws of the State of Israel without reference to principles of conflict or choice of law. The courts located in the Central District of the State of Israel shall have exclusive jurisdiction over any dispute or matter in connection with this Agreement.
 
The Parties specifically disclaim applicability of the 1980 UN Convention on Contracts for the International Sale of Goods or any laws based on the Uniform Computer Information Transactions Act (UCITA).
 
12. General Terms
 
Severability; Entire Agreement. This Agreement shall apply to the maximum extent permitted by relevant law. If a court holds that the Parties cannot enforce a part of this Agreement as written, you and Redis will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement will remain in effect. This is the entire contract between you and Redis regarding the Services. It supersedes any and all prior contracts or oral or written statements regarding your use of the Services. Any conflicting or additional terms in any purchase order you may submit to Redis shall be deemed void and of no legal cause or effect.
 
Assignment and transfer. 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 to an Affiliate or in connection with a successor in interest in a merger, reorganization or a sale of all or substantially all of the assets of the Party so long as the assigning Party requires the acquirer or successor to agree in writing to be bound by this Agreement as of the effective date of the transfer. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.  
 
Independent Contractors; No Beneficiaries. Redis and you are not legal partners or agents; instead, our relationship is that of independent contractors. This agreement is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
 
Force Majeure. Except for the inability to meet financial obligations, neither Party will be liable for failures or delays in performance due to causes beyond its reasonable control, including, but not limited to, any act of God, fire, earthquake, flood, storm, natural disaster, computer-related attacks, hacking, internet service provider failures or delays, accident, pandemic, labor unrest, civil disobedience, act of terrorism or act of government (each a “Force Majeure Event”). The Parties agree to use their best efforts to minimize the effects of such failures or delays. For the avoidance of doubt, Customer understands that the Services may not be provided in countries listed in the Office of Foreign Assets Control sanction list and that Customer’s access to the Services may be restricted in such countries and such prohibitions shall not constitute a Force Majeure.
 
Notices. All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on our website for the applicable Services or via email to the address associated with your Account. You will be deemed to have received any email sent to the email address then associated with your Account.
 
To give us notice under this Agreement, you must (i) email us at legal@redislabs.com, or (2) send us your notice by certified mail, return receipt requested, to: Global Legal, Redis Inc. 700 E. El Camino Real, Mountain View, CA 94040, USA.
 
Amendments. We may amend certain terms of this Agreement at any time by posting a revised version on our website for the applicable Services or by notifying you via email. Any amended terms become effective upon posting on our website for the applicable Services or as stated in our email notice message. By continuing to use the Services after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms. Please check our website for the applicable Services regularly. The terms of this Agreement were last amended on the date listed in the introduction to this Agreement.
 
Anti-Corruption. Customer 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, agents or subcontractors in connection with this Agreement. Customer will use reasonable efforts to promptly notify Redis at legal@redislabs.com should Customer learn of any violation of this restriction.  
 
Government Use. If you are a U.S. government entity or if this agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), you acknowledge that elements of the Services 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 users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.