Redis Professional Services Policy

This Professional Services Policy ("PS Policy") is incorporated into the Redis Software Agreement, Redis Cloud Agreement or any other agreement ("Agreement") entered into between Customer and Redis, governing the provision of Professional Services by Redis. Capitalized terms not defined herein have the same meaning as defined in the Agreement. In the event of a conflict between the Agreement and this PS Policy, this PS Policy shall prevail for the Professional Services provided.

1. Definitions.

Customer Materials means any training or material specifically developed by Redis for Customer during the provision of Professional Services, as agreed in writing by Redis. Customer Materials do not include any pre-existing Redis intellectual property, Redis Materials, or Redis Tools.

Products means Redis products purchased by Customer.

Professional Services are any professional, educational, operational, or technical services provided by Redis to Customer, as described in a mutually agreed upon SOW, a Professional Services data sheet provided by Redis or as otherwise outlined in a Transaction.

Professional Service Credits or PS Credits are prepaid credits that may be redeemed solely for eligible Professional Services as described in this PS Policy. PS Credits are non-refundable, non-transferable (except as specifically authorized by Redis in writing), and have no cash value. PS Credits are valid for twelve (12) months from the Transaction effective date or if renewed, for twelve (12) months from the renewal date (the “PS Period”) and must be used within the PS Period. Any unused PS Credits will automatically expire at the end of the PS Period and will be forfeited, and Redis will have no obligation to provide a refund or extension for any expired PS Credits. PS Credits are consumed upon application to a Professional Services package. Once consumed, PS Credits cannot be restored, refunded, or reapplied regardless of whether the Professional Services are fully delivered. PS Credits validly applied to a package before expiry of the PS Period will remain effective for the duration of the applicable delivery period.

Working Hours means standard working hours in the Professional Services personnel's local time zone, unless otherwise agreed between the Parties in writing.

2. Professional Services Description.

2.1 Scope. Redis provides Professional Services to advise Customer on best practices for configuration and use of Products. Redis provides Professional Services through the standardized packages set out in Section 3 (Professional Services Packages). All Professional Services will be performed remotely unless otherwise agreed in writing between the Parties. Any on-site travel requests shall be agreed between the Parties in writing at least one (1) month in advance (except as expressly agreed by Redis in writing).

2.2 Intellectual Property. All rights and title in and to the Professional Services belong exclusively to Redis. 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 Products and receipt of the Professional Services. Redis may use Customer Property solely to provide Professional Services to Customer. The Parties agree that the Professional Services do not include any transfer of intellectual property right, or any custom development or modification to Redis’ Products. In the event that Redis provides Customer Materials, Customer will own any intellectual property rights related to such Customer Materials. Redis retains all rights in any underlying materials, methodologies, or frameworks incorporated into or used to create Customer Materials, and may use such materials for other customers. Nothing in this PS Policy shall prevent Redis from using the general knowledge, skills, and experience gained during the provision of Professional Services to perform similar services for other customers, including concepts, techniques, and know-how developed in the course of providing Professional Services.

2.3 Performance. Professional Services may be performed by Redis or an authorized Partner. If performed by a Partner, Redis remains responsible for the contractual obligations set forth in the Agreement and this PS Policy. Customer acknowledges that Redis shall not be responsible for any additional services performed by Partner that are outside of the scope of the Professional Services defined in the Transaction, and which are not contracted with or via Redis.

2.4 Invoicing. Professional Services purchased through PS Credits will be invoiced at the time of the applicable Transaction. Professional Services fees purchased directly by Customer (without the involvement of a Partner and/or Marketplace) will be invoiced in accordance with the applicable Transaction, or if the Transaction is silent, in advance for the full term of the applicable engagement.

2.5 Non-Standard Professional Services. Any non-standard Professional Services requests by Customer shall be agreed to in writing between the Parties. Redis reserves the right to decline any non-standard Professional Services requests or to propose alternative approaches that align with Redis’ standard offerings.

2.6 Cancellation and Rescheduling. Customer may reschedule a confirmed Professional Services engagement by providing Redis with at least ten (10) business days' prior written notice. If Customer cancels or reschedules with less than ten (10) business days' notice, the PS Credits or fees allocated to the cancelled or rescheduled engagement will be deemed consumed. If Customer fails to make personnel available for a scheduled engagement without prior notice, the applicable PS Credits or fees for the scheduled session will be deemed consumed. The Parties acknowledge that the deemed consumption provisions in this Section reflect a reasonable estimate of Redis' costs associated with allocating and reserving Professional Services resources and are not intended as a penalty.

2.7 Personnel. Redis may, at its discretion, substitute Professional Services personnel with individuals of comparable qualifications and experience. Redis will use commercially reasonable efforts to minimize disruption to ongoing engagements when making personnel changes.

3. Professional Services Packages.

A description of the scope, deliverables, and activities for each package is available in the Transaction and/or applicable Professional Services data sheet provided by Redis. In the event of a conflict between a data sheet and a Transaction, the Transaction will prevail.

Note: The packages listed above are subject to change in name and description. Additional packages may be communicated by Redis to Customer from time to time, and such packages shall be subject to the PS Policy. Contact Redis for up-to-date information on available packages.

4. PS Credits.

PS Credits are the payment mechanism for Short-Term Packages described in Section 3. The terms governing PS Credit validity, expiry, and consumption are set out in Section 1 (Definitions). Customer can purchase PS Credits for any Short-Term Package and apply the PS Credits towards the purchase of such package. PS Credits shall only be redeemed for Short-Term Packages. Long-Term Packages are not eligible for purchase through PS Credits. After PS Credits have been applied, they may not be transferred or reapplied to another Short-Term Package, unless otherwise agreed in writing by Redis. Redis makes no representation that the Products will be fully deployed upon completion or expiration of the PS Credits. Customer must purchase a minimum of nine (9) PS Credits for every Transaction.

5. Customer Obligations.

5.1 Customer Cooperation. Customer shall (a) furnish all relevant details regarding the project and its goals when purchasing Professional Services; (b) provide comprehensive project management oversight and direction, including setting out priorities for the project and making required changes to its environment, systems, or processes, including network, infrastructure, security, identity and access, platform, configuration, operations, or policy (if applicable); (c) provide the necessary infrastructure and resources in a timely manner; (d) be responsible for the configuration and administration of Customer’s systems not related to Redis’ Products (including Customer’s applications); (e) provide relevant information and data for troubleshooting if required; and (f) ensure appropriate personnel with sufficient technical knowledge and decision-making authority are available to collaborate with Redis for the provision of Professional Services. Any change to Customer’s existing Redis environment which may have an impact in the provision of the Professional Services will be agreed between the Parties prior to such implementation. For each Professional Services engagement, Customer shall complete any pre-engagement readiness requirements communicated by Redis (including environment access, system configuration, and personnel availability) within ten (10) business days of the Transaction date. The delivery period for the applicable package will not be extended due to Customer's failure to complete readiness requirements.

5.2 On-Site Access. For any Professional Services performed at Customer's premises, Customer shall provide Redis with all necessary tools, access rights, and resources required to effectively deliver the Professional Services, including but not limited to: (a) suitable workspace with appropriate furnishings; (b) secure electronic access to Customer's relevant systems and environments; (c) necessary security credentials and badges; (d) reliable internet connectivity; and (e) any other reasonable resources required for the Professional Services delivery. For security purposes, Redis personnel will only access Customer's Redis Products and will not require access to any other Customer systems or data. Customer shall reimburse Redis for all reasonable, pre-approved travel and accommodation expenses incurred in connection with on-site Professional Services. Redis will provide estimated expenses for Customer's written approval prior to incurring such expenses, and will submit receipts with invoices. Expenses incurred in a currency other than the invoicing currency will be converted at the exchange rate in effect on the date the expense was incurred.

5.3. Background Verification. If Customer's policies require background verification for third-party personnel working onsite, Customer shall notify Redis of such requirement at least thirty (30) days prior to the scheduled commencement of the on-site Professional Services. Customer and Redis shall mutually agree in writing on: (a) the specific types of background verifications to be conducted; (b) the scope and lookback period of such verifications; and (c) the handling of any verification results. All background verifications shall comply with applicable laws. Unless expressly approved in writing by Redis, Customer shall bear all costs associated with any required background verification. The Parties shall maintain the confidentiality of all verification results in accordance with applicable law and the Agreement.

5.4. Delays. Customer acknowledges that any delay in fulfilling the obligations set out in this PS Policy may result in delays in the delivery of the Professional Services, and Redis shall not be liable for such delays. If Customer fails to fulfil its obligations under this Section for more than ten (10) business days after written notice from Redis, or if Customer is in breach of its payment obligations under the Agreement, Redis may suspend the Professional Services until the issue is resolved. The delivery period for any affected engagement (including the ninety (90) day period for Short-Term Packages) will continue to run during the suspension period, and any PS Credits or fees allocated to such engagement will not be restored or refunded.

6. Service Delivery.

6.1 Working Hours. Any requests for Professional Services to be performed outside of the Working Hours must be pre-approved in writing by Redis (and such hours will be charged at an additional cost). Any Redis personnel's time off will be communicated to the Customer with reasonable advance notice if necessary.

6.2. Changes. Any changes to the scope, deliverables, timeline, or fees for Professional Services must be mutually agreed upon by the Parties in writing. Any change requested by Customer that materially alters the scope, complexity or duration of the Professional Services may result in additional fees and/or timeline adjustments.

7. Exclusions.

Professional Services encompass Redis-specific best practices only, and expressly exclude any services or products provided by any other party that is not Redis. Professional Services do not include any Support Services and are provided in English only, unless otherwise specifically agreed between the Parties in writing.

8. Limitation of Liability.

Redis' total liability for all claims arising from or related to the Professional Services under any Transaction will not exceed the fees paid or payable by Customer for the Professional Services under that Transaction. For clarity, the limitations of liability in the Agreement apply to Professional Services to the extent not addressed by this Section.