Redocly Subscription Agreement

Last updated: September 25, 2025

REDOCLY INC. ("REDOCLY") PROVIDES THE PRODUCTS (AS DEFINED BELOW) TO YOU SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT (AS DEFINED BELOW) AND ON THE CONDITION THAT CUSTOMER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. BY EITHER CLICKING THE "ACCEPT" BUTTON OR USING THE PRODUCTS, CUSTOMER ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS. IF YOU ARE REGISTERING TO USE THE PRODUCTS OR OTHERWISE USE ANY PRODUCTS ON BEHALF OF AN ENTITY OR OTHER ORGANIZATION, YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY OR ORGANIZATION AND REPRESENTING TO REDOCLY THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THESE TERMS (IN WHICH CASE, THE TERM "CUSTOMER" WILL REFER TO THAT ENTITY OR ORGANIZATION). IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, REDOCLY WILL NOT AND DOES NOT LICENSE OR OTHERWISE PERMIT THE USE OF THE PRODUCTS TO OR BY CUSTOMER AND CUSTOMER MUST NOT DOWNLOAD, INSTALL, OR USE THE PRODUCTS IN ANY MANNER.

1. Definitions
1.1. "Agreement" means this Subscription Agreement.
1.2. "Customer" means you, the person, entity or organization that has requested use of the Product. Customer also includes any entity or organization which controls, is controlled by, or is under common control with Customer. For the purposes of this definition, "control" means (i) the power, directly or indirectly, to direct or manage such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
1.3. "Order Form" means a quote, order summary, order form or order page (including any online summary, order form or order page) entered into or accepted by Customer that specifies the applicable subscription term, Products provided to Customer, Subscription Fees, authorized number and/or types of Users, other qualifications for the subscription, and payment schedules, and that references this Agreement. Any purchase orders issued by Customer that are followed by an invoice from Redocly, which collectively substantially include the foregoing information, will also be deemed Order Forms for purposes hereof. All Order Forms are hereby incorporated by reference into this Agreement.
1.4. "Products" means the (a) online cloud product(s) provided by Redocly (each, a "Cloud Product") and (b) software that is provided by Redocly to Customer for installation and use on Customer's premises ("Licensed Software"), in each case as set forth in the applicable Order Form.
1.5. "Subscription Confirmation" means an email confirming Customer's rights to access and use Products.
1.6. "Subscription Fees" means the amounts paid by Customer to license or otherwise receive the right to use the Products pursuant to this Agreement, as set forth in the applicable Subscription Confirmation and Order Form.
1.7. "User" means any individual obtaining access to the Product(s) from Customer pursuant to this Agreement through a User Account and in conformance with the applicable Order Form.
1.8. "User Account" means an account created at redoc.ly or redocly.com or gaining access through a connected identity provider, having a unique username, and enabling User management and administration and/or access to Products in accordance with this Agreement.

2. Product Rights and Scope
Subject to and conditioned upon Customer's strict compliance with all terms and conditions set forth in this Agreement, and upon payment of the Subscription Fees as set forth in the applicable Subscription Confirmation and Order Form, Redocly hereby grants to Customer a personal, non-exclusive, non-transferable (except pursuant to a permitted assignment of this Agreement), non-sublicensable, limited right to access and use the Product(s) set forth in such Subscription Confirmation and Order Form (including a license to install any Licensed Software, if applicable), in each case during the applicable subscription term for Customer's business purposes solely as set forth in this Agreement. Customer may extend the foregoing rights to use the Products to its Users that create a User Account.
2.1. Use Restrictions.
2.1.1. Customer will ensure that only one individual is using a User Account;
2.1.2. Customer will not grant access to the Products to any person or entity who is not an authorized User;
2.1.3. Customer will not modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Products or any part thereof, except that Customer may create extensions of the Products for Customer's sole and exclusive use, which may not be resold or otherwise disseminated;
2.1.4. Customer will not combine the Products or any part thereof with, or incorporate the Products or any part thereof in, any other programs;
2.1.5. Customer will not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Products or any part thereof;
2.1.6. Customer will not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Products, including any copy thereof;
2.1.7. Customer will not copy the Products, in whole or in part, except as required for ordinary use of the Licensed Software (if applicable) pursuant to this Agreement;
2.1.8. Customer will not rent, lease, lend, sell, repackage, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products or any features or functionality of the Products, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
2.1.9. Customer will not use the Products in violation of any federal, state, or local law, regulation or rule or outside the scope expressly permitted hereunder (including the applicable Order Form);
2.1.10. Customer will not use the Products for purposes of competitive analysis of the Products, the development of a competing software product or service or any other purpose that is to Redocly's commercial disadvantage; and
2.1.11. Customer will not attempt to probe, scan or test the vulnerability of the Products (other than pursuant to Redocly's vulnerability disclosure policy available at https://redocly.com/vulnerability-disclosure-policy/), breach the security or authentication measures of the Products without proper authorization or wilfully render any part of the Products unusable.
2.2. Exceptions to Use Restrictions. The parties may negotiate exceptions to the above use restrictions ("Use Restrictions"), provided that no exception will be deemed to have modified any Use Restriction unless such exception is set forth in a writing signed by an Operating Manager or other officer of Redocly. Notwithstanding anything herein, breach of the Use Restrictions will not be subject to any limitations of liability hereunder.
2.3. Data Security. With respect to the Cloud Products, Redocly will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the Cloud Product ("Customer Data"); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, Redocly will maintain the administrative, physical and technical safeguards to protect the security of Customer Data that are described in the Redocly security page located at https://redocly.com/security/ (the "Security Page") (as the Security Page may be updated by Redocly in a manner that does not materially decrease the applicable protections). To the extent that Redocly processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to Data Protection Laws (as defined in the DPA), on Customer's behalf, in the provision of the Products, the Data Processing Addendum ("DPA") currently available at https://redocly.com/dpa/ is hereby deemed incorporated herein by reference.
2.4. FOSS Software. To the extent Customer has purchased a subscription license to any Licensed Software under the applicable Order Form, certain "free" or "open source" based software ("FOSS Software") may be shipped with the Licensed Software, and the list of such FOSS Software is provided with such Licensed Software. Customer's rights with respect to the FOSS Software are governed by the applicable open source license, and not this Agreement.
2.5. Generative AI Tools. If in connection with Customer's use of any Products Customer elects to use any features or functionality that utilize generative artificial intelligence technology (collectively, "GenAI Tools"), the use of such GenAI Tools is subject to the following terms and conditions. For purposes hereof, "Input" means any Customer Data that Customer provides to be processed by GenAI Tools; and "Output" means any output generated and returned to Customer, or automatically generated and transmitted on behalf of Customer, by GenAI Tools based on the Input.
2.5.1. Input and Output. Input and Output constitute Customer Data hereunder. Customer must ensure that the Input, Output and Customer's use of GenAI Tools do not violate any applicable law or infringe, violate, or misappropriate any proprietary rights. Customer acknowledges that due to the nature of machine learning and the technology powering GenAI Tools, Output may not be unique, and GenAI Tools may generate the same or similar output for third parties.
2.5.2. Other Restrictions. Customer will not use GenAI Tools (a) to mislead any person; (b) to generate content that violates any applicable law or infringes, violates, or misappropriates any proprietary rights; (c) to attempt to override or circumvent any filters or safety controls implemented by Redocly; or (d) in any manner that violates this Agreement or the applicable Order Form.
2.5.3. Customer GenAI Tools Warranty. Customer represents and warrants that Customer has all rights necessary to provide Input to the GenAI Tools and that Customer's use of the GenAI Tools will not violate any applicable law or infringe, violate, or misappropriate any proprietary rights.
2.5.4. Disclaimer. REDOCLY DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR USEFUL. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VERIFYING OUTPUT BEFORE USE.

3. Responsibility for Use of Software
Customer is responsible and liable for all uses of the Products and User Accounts. Specifically, Customer is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer will use all reasonable efforts to make all Users aware of the provisions of this Agreement as applicable to such User's use of the Products and will cause Users to comply with such provisions.

4. Compliance Measures; Confidentiality
4.1. Audit. During the subscription term and for a period of two (2) years thereafter, Redocly shall have the right, at its own expense and no more than once per calendar year, to audit Customer's use of the Products to confirm compliance with the terms and conditions of this Agreement. Any such audit shall be conducted with reasonable prior written notice, during regular business hours, and in a manner that minimizes disruption to Customer's business. If an audit reveals that Customer has exceeded the scope of its license, Customer shall pay Redocly the fees associated with such excess use within thirty (30) days of written notice.
4.2. Confidentiality. Each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party by the other party constitute the confidential property of the disclosing party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the receiving party to be confidential. The receiving party will hold in confidence and not use or disclose any Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party's nondisclosure obligation shall not apply to information which the receiving party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the receiving party; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the receiving party who had no access to such information. The receiving party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation, law or order and with reasonable prior written notice to the disclosing party).

5. Maintenance and Support
5.1. Support. Redocly will provide support for the Products in accordance with the support terms set forth in the applicable Order Form.
5.2. Updates. Redocly may from time to time in its sole discretion develop and provide updates, upgrades, bug fixes, patches, and other modifications to the Products ("Updates"). Customer agrees that Redocly has no obligation to develop any Updates at all or for particular issues. Customer further agrees that all Updates will be deemed Products and subject to all terms and conditions of this Agreement.

6. Intellectual Property Rights
Customer acknowledges that, as between Customer and Redocly, Redocly owns all right, title and interest, including all intellectual property rights, in and to the Products and any copies thereof. Except as expressly set forth in this Agreement, no license or other right in the Products is granted to Customer, whether by implication, estoppel or otherwise.

7. Payment
7.1. Fees. Customer will pay all fees specified in the applicable Order Form and any Subscription Confirmation. Except as otherwise specified in the Order Form or Subscription Confirmation, (i) fees are quoted and payable in United States dollars, and (ii) fees are based on subscriptions purchased and not actual usage.
7.2. Invoicing. Redocly will invoice Customer for all fees in accordance with the payment schedule set forth in the applicable Order Form or Subscription Confirmation. Unless otherwise stated in the Order Form or Subscription Confirmation, all invoices are due and payable within thirty (30) days of the invoice date.
7.3. Late Payment. If any amounts are overdue, Redocly may, without limiting its other rights and remedies, suspend Customer's access to the Products until such amounts are paid in full.
7.4. Taxes. Customer is responsible for all applicable sales, use, value-added, withholding, and other taxes and governmental charges, except for taxes based on Redocly's net income.

8. Term and Termination
8.1. Term. The term of this Agreement will commence on the effective date set forth in the applicable Order Form or Subscription Confirmation and will continue for the subscription term specified therein.
8.2. Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
8.3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason: (i) all licenses and rights granted to Customer hereunder will immediately terminate; (ii) Customer will immediately cease all use of the Products and return or destroy all copies of the Products and Confidential Information; and (iii) Customer will pay Redocly all amounts due and payable through the date of termination.

9. Effect of Termination
The provisions of Sections 4 (Compliance Measures; Confidentiality), 6 (Intellectual Property Rights), 7 (Payment), 10 (Limited Warranties; Exclusive Remedy; Disclaimers and Beta Products), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous) will survive any termination or expiration of this Agreement.

10. Limited Warranties; Exclusive Remedy; Disclaimers and Beta Products
10.1. Limited Warranty. Redocly warrants that during the subscription term the Products will materially conform to the documentation provided by Redocly. Customer's sole and exclusive remedy for a breach of this warranty will be, at Redocly's option, either (i) the correction or re-performance of the non-conforming Products, or (ii) a refund of the fees paid for the non-conforming Products during the period in which they were non-conforming.
10.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10.1, THE PRODUCTS ARE PROVIDED "AS IS" AND REDOCLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.3. Beta Products. From time to time, Redocly may make available beta or early access versions of Products ("Beta Products"). Beta Products are provided "AS IS" without warranty of any kind and may be discontinued at any time.

11. Indemnification
Customer will indemnify, defend and hold harmless Redocly and its officers, directors, employees, agents, successors and assigns from and against any and all third-party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (i) Customer's use of the Products in violation of this Agreement; (ii) Customer Data; or (iii) Customer's breach of any applicable law.

12. Limitation of Liability
12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REDOCLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER'S USE OF THE PRODUCTS.
12.2. REDOCLY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO REDOCLY UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12.3. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 7 (PAYMENT).

13. Export Regulation
The Products may be subject to export control laws and regulations. Customer agrees to comply with all applicable export control laws and regulations and will not export, re-export, or transfer the Products to any prohibited destination, end user, or end use.

14. U.S. Government Rights
The Products are commercial computer software and commercial computer software documentation. If Customer is a U.S. government entity, Redocly grants only those rights customarily provided to the public as set forth in this Agreement.

15. Miscellaneous
15.1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
15.2. Dispute Resolution. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in New York, New York.
15.3. Assignment. Customer may not assign this Agreement without Redocly's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
15.4. Entire Agreement. This Agreement, together with any Order Forms and Subscription Confirmations, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions.
15.5. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
15.6. Waiver. No waiver of any provision of this Agreement will be effective unless in writing signed by the party against whom the waiver is sought to be enforced.
15.7. Relationship. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties.
15.8. Force Majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control.
15.9. Notices. All notices required under this Agreement will be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail to the addresses set forth in the applicable Order Form.

Copyright (c) Redocly Inc. All rights reserved.