Last updated: 2024-03-20

If Company has entered into an Order Form with Redpanda Data that includes a subscription for BYOC Services, Company’s access to and use of the BYOC Services (as defined below) is governed by these BYOC Service Terms (“BYOC Terms”), which apply in addition to the Subscription Terms and Conditions (the “Terms”) and are incorporated into the Agreement by and between Company and Redpanda Data. All capitalized terms used herein without definition will have the same meanings set forth in the Terms. Redpanda Data and Company agree as follows:

1. Definitions.

All capitalized terms used herein without definition will have the same meanings set forth in the Terms. Solely for the purposes of these BYOC Terms, the below terms are defined as follows:

“BYOC Services” means for Redpanda Data’s “bring-your-own-cloud” services.

“Cloud Environment” means a cloud environment hosted by a Recognized Cloud Provider.

“Recognized Cloud Provider” means a third party cloud hosting or similar services provider approved by Redpanda Data.

“Recognized Cloud Provider Services” means the services offered by a Recognized Cloud Provider.

2. Generally.

If set forth on an applicable Order Form, in order to enhance Company’s use of the Software, Company hereby enters into a subscription for BYOC Services. Company shall provision the Software in the Company Cloud Environment with sufficient access to allow Redpanda Data to access, manage, provision and monitor the Software. Subject to Company’s compliance with the Agreement and payment of all applicable fees, Redpanda Data will use commercially reasonable efforts to access the Software and provide to Company the BYOC Services as set forth in the applicable Order Form, which shall consist generally of Redpanda Data providing to Company solely through the Company Cloud Environment, the Support Services, monitoring and alerting services and provisioning of the Software (including provisioning additional nodes).

3. Shared Responsibility for Deployment.

Company acknowledges that the BYOC Services are implemented in a manner that divides the responsibility for the Software between the Company Cloud Environment and the Redpanda Data Cloud Environment, and that accordingly each Party must undertake certain technical and organizational measures in order to protect the Software, the Services and Company’s data in accordance with this Section 3. This division of responsibility is described further in Redpanda Data’s Shared Responsibility Model, as may be updated and amended from time to time. Without limiting the foregoing, Company acknowledges and agrees that (a) in order to utilize the BYOC Services, Company must have an account for Recognized Cloud Provider Services; (b) Redpanda Data does not host the Company Cloud Environment into which the Software is deployed or in which Company’s data may be stored; (c) the BYOC Services are not designed to archive or permanently retain Company’s data, but merely to provide an environment to facilitate Company’s processing of Company’s data within the Company Cloud Environment; (d) provision and maintain required access for Redpanda Data to deploy, monitor and manage BYOC Service components deployed within Company’s cloud account; and (e) Redpanda Data and the BYOC Services do not provide backup services or disaster recovery to enable recovery of Company’s data. Accordingly, Redpanda Data is not responsible for any loss, destruction, alteration, or corruption of Company’s data, except to the extent caused by the gross negligence or willful misconduct of Redpanda Data.

4. Company Responsibilities.

Company acknowledges and agrees that Company is responsible for providing Redpanda Data with timely access to the Cloud Environment, including all applicable credentials for accessing Recognized Cloud Provider Services, and that Company, and not Redpanda Data, shall be solely responsible and liable for any delay in implementation, deployment or performance of BYOC Services that is caused to any extent by Company’s delay or failure to provide such access. Company acknowledges and agrees that Company is responsible for (a) securing the Company Cloud Environment (with such steps to include without limitation the regular rotation of access keys and other industry standard steps to preclude unauthorized access); (b) backing up and securing Company’s data under Company’s control within the Company Cloud Environment; and (c) ensuring that Redpanda Data does not have access to Company’s data that is not necessary for Redpanda Data to provide the BYOC Services, and Company expressly assumes the risks associated with the foregoing responsibilities.

5. Redpanda Data Responsibilities.

Redpanda Data acknowledges and agrees that, as between the Parties and except to the extent caused by the action or intentional or negligent inaction of Company or Company’s users, including without limitation any customizations or configurations of the Software by Company or anything specified to be Company’s responsibility, Redpanda Data is primarily responsible for (a) the operation of elements of the Services residing within the Redpanda Data Cloud Environment; and (b) implementing reasonable technical and organizational measures designed to protect the security of the foregoing.

6. Company’s Data.

In connection with the BYOC Services, Company shall provide to Redpanda Data the following data from the Company Cloud Environment implementation of the Software: (a) Grafana telemetry (e.g., CPU, disk, usage); (b) systems logs (e.g., syslog/journalctl) for debugging, and (c) HTTP Admin for command and control.

7. Security.

Redpanda Data and Company will, consistent with industry standard practices, implement and maintain administrative and technical safeguards and other security measures in respect of the BYOC Services: (a) Company established encryption with WebAssembly, (b) audited cloud environment, and (c) security audit logs.

8. Effect of Termination.

The terms of Sections 3 and 4 of these BYOC Terms will survive the expiration or termination thereof for any reason in accordance with their terms.