Redis EU Data Act Addendum

This EU Data Act Addendum (the "Addendum") forms part of the Redis Cloud Agreement or any other agreement executed for the provision of cloud services between Redis and Customer (the "Agreement"). This Addendum addresses obligations arising from Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data (the "Data Act") and is informed by the European Commission's Standard Contractual Clauses for cloud computing and data processing services. Unless otherwise defined in this Addendum, capitalized terms have the meanings given in the Agreement or the Data Act.

1. Scope

This Addendum applies where: (a) Customer is registered or established in a member state of the European Union or the European Economic Area ("EU/EEA"); and (b) the Redis Cloud Services used by Customer constitute "data processing services" within the meaning of the Data Act. Applicability is determined based on Customer's registration or establishment at the time Customer submits a Switching Notice. It does not apply to: (a) Evaluation Services or Previews, which are non-production services provided for testing and evaluation purposes for a limited period; (b) any Cloud Services of which the majority of main features has been custom-built to accommodate Customer's specific needs and are not offered at broad commercial scale via Redis' service catalogue; or (c) Redis Software or other services deployed on-premises by Customer, as Customer retains direct control of all data and infrastructure in such deployments. Where this Addendum conflicts with the Agreement on matters addressed by the Data Act, this Addendum prevails to the extent required by the Data Act. All other terms of the Agreement remain in full force, including Customer's Committed Expenditure and other payment obligations under the applicable Transaction.

2. Definitions

"Destination Provider" means a replacement provider of data processing services, or an on-premises ICT infrastructure, to which Customer elects to switch.

"Exportable Data" means the input and output data, including metadata, directly or indirectly generated or cogenerated by Customer's use of the Cloud Services, excluding any assets or data protected by intellectual property rights or constituting a trade secret of Redis or its licensors. Exportable Data includes Customer Data as defined in the Agreement. Exportable Data does not include Usage Data, Redis Materials, or Redis Tools.

"Notice Period" means the period of sixty (60) calendar days following the date Redis confirms receipt of a Valid Switching Notice.

"Retrieval Period" means a period of thirty (30) calendar days following the end of the Transitional Period during which Customer may retrieve Exportable Data from the Cloud Services.

"Switching Process" means the process of ceasing Customer's use of all or part of the Cloud Services and transferring Exportable Data and digital assets to a Destination Provider or to on-premises infrastructure.

"Transitional Period" means the period of thirty (30) calendar days following the end of the Notice Period during which Redis facilitates the Switching Process, subject to extension under Section 4.4 and tolling under Section 4.3.

"Valid Switching Notice" means a Switching Notice that satisfies all requirements of Section 3.2.

3. Switching Request and Procedure

3.1 Switching Rights. Customer may notify Redis in writing of its intention to perform one or more of the following actions with respect to the Cloud Services (a "Switching Notice"): (a) switch Exportable Data and digital assets to a Destination Provider; (b) switch Exportable Data and digital assets to on-premises infrastructure; or (c) erase Exportable Data and digital assets upon service termination without switching. A Switching Notice may also be submitted by a third party authorized by Customer, provided the notice includes documented proof of Customer's authorization satisfactory to Redis.

3.2 Validity Requirements. A Switching Notice is valid if it: (a) is submitted in writing to [email protected]; (b) specifies the type of switch under Section 3.1; (c) identifies each specific Cloud Services subscription subject to the request; (d) where applicable, provides complete details of the Destination Provider, including contact information, destination infrastructure specifications, and Customer's designated technical and business contacts responsible for the process; (e) specifies Customer's desired timing for the Switching Process; (f) describes any specific assistance sought from Redis; and (g) states whether Customer intends the Agreement or specific subscriptions to terminate as a result of the Switching Process.

A Switching Notice that does not meet all requirements hereunder is not a Valid Switching Notice, and the Notice Period will not commence until all required information is provided. Redis will notify Customer of any material deficiency within a reasonable time following receipt of the Switching Notice. The Notice Period commences on the date Redis confirms receipt of a complete and Valid Switching Notice.

3.3 Notice Period. The Notice Period is sixty (60) calendar days from the date a Valid Switching Notice is deemed received. During the Notice Period: (a) the Agreement and all applicable Transactions remain in full force, including all payment obligations; (b) Redis and Customer (and, where applicable, the Destination Provider) shall cooperate in good faith to plan and prepare for the Switching Process; and (c) Redis shall continue to provide the Cloud Services in accordance with the Agreement.

3.4 Single Active Process. Customer will use reasonable efforts to coordinate switching requests relating to multiple Cloud Services subscriptions through a single Switching Notice. Where multiple overlapping switching requests are submitted, the Parties will cooperate in good faith to agree a reasonable implementation sequence.

3.5 Withdrawal. Customer may withdraw a Switching Notice at any time prior to commencement of the Transitional Period by written notice to Redis. Upon withdrawal, the Agreement and all Transactions continue without modification, and any costs incurred by Redis in connection with planning for the Switching Process remain payable.

4. Transitional Assistance

4.1 Transitional Period. Following the Notice Period, Redis shall facilitate the Switching Process within the Transitional Period of thirty (30) calendar days.

4.2 Redis Obligations. Subject to Customer's compliance with Section 4.3, during the Transitional Period Redis shall: (a) provide reasonable assistance to Customer and third parties authorized by Customer in connection with the Switching Process; (b) maintain business continuity and continue providing the contracted Cloud Services functions in accordance with the Agreement until the Switching Process is complete, provided that service performance may be affected by concurrent data export and transfer activities directly requested by Customer as part of the Switching Process; (c) provide clear information on known risks to service continuity on the part of Redis; and (d) maintain the security practices described in the Redis Technical and Organizational Security Measures throughout the Switching Process, including during data transfer and the Retrieval Period.

4.3 Customer Obligations. Customer shall: (a) undertake all reasonable measures to achieve effective switching, including responsibility for identification, extraction, import, and implementation of Exportable Data in Customer's own systems or the Destination Provider's systems; (b) provide Redis with timely access to information, system credentials, and cooperation reasonably required for Redis to fulfil its obligations under this Section; (c) ensure that any Destination Provider cooperates with Redis in good faith during the Switching Process; and (d) designate a technical contact with authority to make decisions on Customer's behalf during the Switching Process. Where Customer's failure to comply with this Section delays the Switching Process, the Transitional Period shall be extended by a period equal to the delay, and Redis shall not be in breach of its obligations under this Addendum during any such delay.

4.4 Extension for Technical Unfeasibility. If completing the Switching Process within the Transitional Period is not technically feasible, Redis shall notify Customer within fourteen (14) working days from receipt of the Valid Switching Notice, justify the technical unfeasibility, and indicate an alternative transitional period not exceeding seven (7) months. Technical unfeasibility may arise from factors including (without limitation): the volume of Exportable Data; the complexity of the deployment topology (including Active-Active, geo-distributed, or Private Cloud configurations); dependencies on Redis modules or data structures requiring format conversion; third-party cloud provider infrastructure constraints or rate limits; the Destination Provider's inability to receive data at the required rate; Customer's failure to provide required access credentials or configuration information; or the need to coordinate across multiple availability zones or regions. Redis shall maintain continuity of the Cloud Services throughout any extended period. Customer may extend the Transitional Period (including as extended by Redis) once, for a period Customer considers appropriate, by written notice to Redis. All payment obligations continue throughout any extended period.

4.5 Exit Strategy Support. Redis will provide Customer with information reasonably necessary to support Customer's exit strategy in relation to the Cloud Services. To the extent Customer requests assistance exceeding the provision of information and the mandatory obligations of Sections 4.1 through 4.4, including custom data migration execution, format conversion engineering, parallel-run support, or dedicated migration project management, such assistance will be provided as Professional Services subject to mutually agreed fees.

4.6 Destination Provider Requirements. Where Exportable Data is to be transferred to a Destination Provider, Customer shall ensure that the Destination Provider maintains adequate security measures for receipt and processing of the Exportable Data. Redis may require that the Destination Provider confirm in writing its ability to receive the data securely before Redis initiates the transfer. Redis shall not be required to transfer Exportable Data to a Destination Provider where doing so would, in Redis' reasonable determination, compromise the security or integrity of the Exportable Data during transfer.

5. Exportable Data and Data Portability

5.1 Data Categories. Exportable categories of data and digital assets include Customer Data, customer-specific output data, customer-specific metadata, customer-specific configuration data and service settings, and customer-accessible logs and metrics, in each case to the extent made available by Redis as part of the Cloud Services and constituting Exportable Data. Exempt categories include data specific to the internal functioning of the Cloud Services, including Redis source code, internal algorithms, internal operational telemetry, internal security and monitoring data, internal support and engineering records, and data relating to other customers or the multi-tenant operation of the Cloud Services. Such exemptions will not impede or delay the Switching Process.

5.2 Formats and Interfaces. Redis makes Exportable Data available in a structured, commonly used, and machine-readable format as described in the Documentation. Redis makes open interfaces available to Customer and, upon Customer's authorization, to Destination Providers, solely for the purpose of facilitating the Switching Process. No broader license or right to Redis intellectual property is granted by such access.

5.3 Limitations. Nothing in this Addendum requires Redis to: (a) develop new technologies, services, or features; (b) disclose or transfer assets protected by intellectual property rights or trade secrets; (c) provide source code or proprietary algorithms; (d) ensure functional equivalence with a Destination Provider's service; or (e) compromise the security or integrity of the Cloud Services.

5.4 No Warranty on Destination Compatibility. Redis makes no representation or warranty that Exportable Data will be compatible with, or function in, the Destination Provider's service or Customer's on-premises infrastructure. Customer is solely responsible for evaluating the compatibility of its data, data structures, and application logic with the destination environment prior to initiating the Switching Process.

6. Data Retrieval and Erasure

6.1 Following the Transitional Period (or any extension), Customer has a Retrieval Period of thirty (30) calendar days to retrieve Exportable Data using the tools and methods described in the Documentation.

6.2 After the Retrieval Period, and provided the Switching Process has been completed, Redis will erase all Exportable Data and digital assets generated directly by Customer or directly relating to Customer. Erasure does not extend to: (a) Usage Data; (b) data Redis is required to retain by applicable law; or (c) data in routine backup systems, which will be overwritten per Redis' standard rotation schedules. Redis will provide erasure confirmation upon Customer’s written request.

7. Fees and Early Termination

7.1 Continuation of Payment Obligations. All fees and payment obligations under the Agreement and applicable Transactions remain due and payable throughout the Notice Period, Transitional Period (including any extension or tolling under Sections 4.3 and 4.4), and Retrieval Period, including Committed Expenditure and usage-based charges.

7.2 Switching Charges. Until 12 January 2027, Redis may impose switching charges not exceeding the costs directly incurred by Redis in connection with the Switching Process, without markup. Redis will provide a reasonable estimate of switching charges upon receipt of a Valid Switching Notice. From 12 January 2027, Redis will not impose switching charges.

7.3 Early Termination Charges. If the Switching Process results in termination of the Agreement or any Cloud Services subscription prior to the end of the applicable Subscription Term, Redis will invoice Customer for the total unpaid Committed Expenditure and other contractually committed fees for the remainder of the applicable Subscription Term (the "Early Termination Charges"). These charges reflect the pricing and commitment structure agreed by the Parties under the Agreement and applicable Transaction for the applicable Subscription Term. Early Termination Charges are payable within thirty (30) days of invoice. Early Termination Charges are proportionate early termination penalties as contemplated by the Data Act. Early Termination Charges are separate from switching charges. Amounts paid prior to termination are not refundable, and all fees due prior to the termination date remain payable.

7.4 Pre-Contractual Disclosure. Redis will make available to Customer, through the applicable commercial, ordering, or contractual materials, clear information on standard service fees, applicable early termination charges, and any applicable switching charges.

7.5 Complex Switching Disclosure. Where applicable, Redis will make available information about Cloud Services configurations that involve highly complex or costly switching, or for which switching may require significant changes to data structures or service architecture.

8. Termination

8.1 Where Customer indicates in the Switching Notice that the Agreement or specific subscriptions should terminate, termination takes effect upon the earlier of: (a) Redis' receipt of Customer's written confirmation that the Switching Process has been completed and all Exportable Data has been retrieved or deleted; or (b) the end of the Retrieval Period. Where Customer elects erasure without switching under Section 3.1(c), termination takes effect at the end of the Notice Period. Where the Switching Notice covers only specific subscriptions, only those subscriptions and their corresponding Transactions terminate. The Agreement and all remaining Transactions continue in full force.

9. Information and Transparency

9.1 Redis makes available information on switching procedures, technical requirements, timelines, and known limitations through its applicable Documentation and support materials. Redis also maintains an up-to-date online register describing the data structures, data formats, and relevant open interoperability specifications applicable to Exportable Data for the Cloud Services, and will update that register to reflect compliance with any common specifications or harmonized standards published under the Data Act within the applicable timeframes.

9.2 Redis makes available and keeps up to date information regarding: (a) the jurisdictions to which its Cloud Services infrastructure is subject; and (b) a general description of the technical, organizational, and contractual measures Redis adopts to prevent unlawful international governmental access to or transfer of non-personal data stored in the EU/EEA.

10. Safeguards Against Unlawful International Data Access

10.1 Redis takes adequate technical, organizational, and legal measures, including contractual safeguards, to prevent international governmental access to and transfer of non-personal data held in the EU/EEA where such access or transfer would conflict with Union law or Member State law. These measures supplement the access controls, data integrity measures, and cloud security monitoring described in the Redis Technical and Organizational Security Measures.

10.2 Third-country court or authority decisions requiring access to non-personal data held in the EU/EEA are recognized or enforceable only where based on an international agreement such as a mutual legal assistance treaty. In the absence of such an agreement, Redis will respond only where the conditions of Article 32(3) of the Data Act are satisfied, and will transfer only the minimum data permissible. Redis will inform Customer before complying with a third-country access request, unless prohibited by law to preserve law enforcement effectiveness.

11. General

11.1 Good Faith. Redis, Customer, and any Destination Provider shall cooperate in good faith to make the Switching Process effective, enable timely transfer of Exportable Data, and maintain continuity of the Cloud Services.

11.2 Liability. Customer is responsible for the acts and omissions of any Destination Provider in connection with the Switching Process. Redis is not responsible for the Destination Provider's receipt, processing, storage, or use of Exportable Data after transfer from Redis. Redis' liability under this Addendum is governed by the liability provisions of the Agreement.

11.3 Updates. Redis may update this Addendum to reflect changes in the Data Act, delegated acts, common specifications, or regulatory guidance. Redis will not materially diminish the protections in this Addendum during Customer's Subscription Term.