Upstash Terms of Service
Last Update Date: June, 5 2023

Changelog
Updated on June, 5 2023 : We have included "5. Resource Inactivity" section.

These Terms of Service (“AGREEMENT”) are a legal agreement between You and/or
the company You represent (collectively, “You” or “Your”), and any of Your affiliates andUpstash, Inc., a Delaware corporation d/b/a “Upstash” (“Upstash,” “us,” “we” or “our”).
This Agreement governs Your access or use of our services. You accept this Agreementby accessing or using our services in any manner. If You do not accept any term under
this Agreement You should not indicate acceptance and may not access or use theservices.

A. Definitions​

The “Service”, “Cloud Services” refers to the applications, software, products, and services
provided by Upstash.

​

The “Website” refers to Upstash’s website located at upstash.com, and all Content, services,and products provided by Upstash at or through the Website. It also refers to Upstash-owned
subdomains of upstash.com, such as console.upstash.com and docs.upstash.com.

​"User" refers to the individual who has visited or is using the Website or Service on Your behalf;that accesses or uses any part of the account on Your behalf; or that directs the use of theaccount in the performance of their functions on Your behalf. A User must be at least 18 yearsof age.

​“Content” refers to content featured or displayed through the Website, including without
limitation text, data, articles, images, photographs, graphics, software, applications, designs,
features, and other materials that are available on the Website or otherwise available throughthe Service. "Content" also includes Services.

​“User-Generated Content” or ”Customer Data” is Content, written or otherwise, created or
uploaded by our Users. "Your Content" is Content that You create or own.

B. Account Terms

1. Required Information
You must provide a valid email address in order to complete the signup process. Any otherinformation requested, such as Your real name, is optional, unless You upgrade to a paid
account.

2. Account Requirements
We have a few simple rules for accounts on Upstash:●

You must be a human to create an account. Accounts registered by "bots" or otherautomated methods are not permitted.

●

One person or legal entity may maintain no more than one free account.

●

You may not create an account for the use of any User under the age of 18. Upstash
does not target our Service to individuals under 18, and we do not permit any Users
under 18 on our Service. If we learn of any User under 18, we will terminate that User’s
account.

●

Your login may only be used by one person — i.e., a single login may not be shared bymultiple people.

3. User Account Security
You are responsible for keeping Your account secure while using Upstash. The third party
identity providers we integrate with (such as Google, GitHub and Amazon) offer tools such as
two-factor authentication to help You maintain Your account's security, but the content of Youraccount and its security are up to You.
​You are responsible for all content uploaded and activity that occurs under Your account (evenwhen content is posted/uploaded by others who have access databases under Your account).

​

You are responsible for maintaining the security of Your account. Upstash cannot and will not beliable for any loss or damage from Your failure to comply with this security obligation.

​

You will promptly notify Upstash if You become aware of any unauthorized use of, or access to,
our Service through Your account, including any unauthorized use of Your password or account.
4. Additional Terms
In some situations, third parties' terms may apply to Your use of Upstash. For example, You may
be a member of a data space or organization on Upstash with its own policies; You may
download an application that integrates with Upstash. Please be aware that while these Terms
are our full agreement with You, other parties' terms govern their relationships with You.

C. Acceptable Use
Short version: While using the Service, You must follow this Acceptable Use Policy, which
includes some restrictions on Content You can post, conduct on the Service, and otherlimitations. In short, be excellent to each other.
1. Compliance with Laws and Regulations
Your use of the Website and Service must not violate any applicable laws, including copyright ortrademark laws, export control laws, or other laws in Your jurisdiction. You are responsible formaking sure that Your and Your Users' use of the Service in compliance with laws and any
applicable regulations.
2. Content Restrictions
You agree that under no circumstances will You or Your Users upload, post, host, or transmit
any Content that:​is unlawful or promotes unlawful activities;​

contains personally sensitive information​is or contains sexually obscene content;​

is libelous, defamatory, or fraudulent;​is discriminatory or abusive toward any individual or group;​

contains or installs any active malware or exploits, or uses our platform for exploit delivery (suchas part of a command and control system); or​

infringes on any proprietary right of any party, including patent, trademark, trade secret,copyright, right of publicity, or other rights.

​

If any User Generated Content could be subject to restrictive governmental regulation or may
require security measures beyond those specified by us for the Upstash Services, You will not
input, provide, or allow such Customer Data onto the Cloud Services. Your Customer Data shallnot include protected health information. You represent and warrant that Your use of the Cloud
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, then our GDPR section (E.
Personal Data Processing - GDPR) shall apply and serve as an integral part of this Agreement.
You are responsible for assessing the suitability of the Cloud Services for Your intended use andCustomer Data and to take necessary actions to order, enable, or use available data protection
features appropriate for the Customer Data being used with the Cloud Services. By using the
Cloud Services, You accept responsibility for Your use of the services, and acknowledge that itmeets Your requirements and processing instructions to enable compliance with applicablelaws.
3. Conduct Restrictions
While using Upstash, You agree that under no circumstances, will You or Your Users:​

Harass, abuse, threaten, or incite violence towards any individual or group, including Upstash
employees, officers, and agents, or other Upstash Users;​

Use our servers for any form of excessive automated bulk activity (for example, spamming), or
relay any other form of unsolicited advertising or solicitation through our servers, such as
get-rich-quick schemes;​

Attempt to disrupt or tamper with Upstash's servers in ways that could harm our Website orService, to place undue burden on Upstash's servers through automated means, or to access
Upstash's Service in ways that exceed Your authorization;​

Impersonate any person or entity, including any of our employees or representatives, including
through false association with Upstash, or by fraudulently misrepresenting Your identity or site's
purpose; or​Violate the privacy of any third party, such as by posting another person's personal information
without consent.
4. Services Usage Limits
You agree not to reproduce, duplicate, copy, reverse engineer, sell, resell or exploit any portionof the Service, use of the Service, or access to the Service without Upstash's express written
permission.
5. Privacy
Misuse of Upstash Users' Personal Information is prohibited. Any person, entity, or service
collecting data from Upstash must comply with the Upstash Privacy Statement, particularly inregards to the collection of our Users' Personal Information (as defined in the Upstash Privacy
Statement). If You collect any Upstash User's Personal Information from Upstash, You agree
that You will only use the Personal Information You gather for the purpose for which our User
has authorized it. You agree that You will reasonably secure any Personal Information You havegathered from Upstash.
6. Excessive Bandwidth Use

If we determine Your bandwidth usage to be significantly excessive in relation to other Upstash
customers, we reserve the right to suspend Your account or throttle Your hosting until You canreduce Your bandwidth consumption
7. Fair Use
We will use commercially reasonable efforts to provide You with sufficient resources that wedetermine are typical for your level of Service. We reserve the right to shut down or limit any
activities that are creating an unreasonable burden on our Services, infrastructure and/or
business operations.
8. Other Terms-

The Services may only be used for lawful purposes.

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You shall not attempt to undermine the security or integrity of computing systems or
networks of Upstash, its partners, or any other person, and must not attempt to gain
unauthorized access.

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You must not introduce software or automated agents or scripts into Upstash's website inorder to produce multiple accounts, generate automated searches, requests or queries,
or to strip or mine content or data from Upstash's website.

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You must not access Upstash's website through automated methods, including any useof robots or other computer code which calls Upstash's website.

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You shall not send unsolicited messages or use the Services to send unsolicitedmessages (also known as junk mail or SPAM).

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You shall not use the Services as a remote storage server or for the primary purpose ofproviding downloadable content.

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You may not rent, lease, loan, or sell access to, or otherwise attempt to transfer any rightin Upstash's Website (which includes its software and documentation) to a third-party,
through framing or any other method.

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You must not perform any benchmark tests or analyses relating to Upstash's Website orServices without express permission of Upstash.

D. User-Generated Content
Short version: You own the data You upload (the User-Generated Content), but You allow us
certain rights to it. You still have control over Your User-Generated Content, and responsibility

for it, and the rights You grant us are limited to those we need to provide the Service. We havethe right to remove User-Generated Content.
1. Responsibility for User-Generated Content
Customer Data consists of all data and information that You or Your authorized Users provide or
input to the Cloud Services. Your use of the Upstash Services will not affect Your ownershiprights 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 e andapplicable law.
2. Data Processing and Protection
We may need to make design choices to technically administer the Upstash Services, forexample, how to replicate, store, scale, cluster, compress, decompress or backup Your
Customer Data. You hereby give us full permissions to make any such design choices and useof Your Customer Data and User-Generated Content. You are solely responsible for obtaining allnecessary rights and permissions to enable, and grant us such rights and permissions. Further,
You represent and warrant to us that: (a) You have all rights in Your Customer Data andUser-Generated Content necessary to grant the rights contemplated by this Agreement; and (b)that none of Your Customer Data or User-Generated Content violates this Agreement, any
applicable law or any third party’s intellectual property or other right.

3. Upstash May Remove Content
We do not pre-screen User-Generated Content, but we have the right (though not the obligation)
to refuse or remove any User-Generated Content that, in our sole discretion, violates thisAgreement, or any Upstash terms or policies.

4. Ownership of Content, Right to Post, and License Grants
You retain ownership of and responsibility for User-Generated Content You and Your authorized
Users create or own. If You're posting anything You or Your Users did not create, or do not own
the rights to, You agree that You and Your Users are responsible for any of that Content; that
You will only submit content that You have the right to post; and that You will fully comply withany third-party licenses relating to Content You post.
Because You retain ownership of and responsibility for User-Generated Content and you
Customer Data , we need You to grant us certain legal permissions, set forth herein. Theselicense grants apply to Your User-Generated Content and Customer Data. You understand that
You will not receive any payment for any of the rights granted herein. The licenses You grant tous will end when You remove, or you instruct us to remove, Your User-Generated Content andCustomer Data from our servers.
5. License Grant to Us
We need the legal right to do things like host Your User-Generated Content and Customer Data,publish it, and share it. You grant us and our legal successors the right to store, parse, anddisplay Your User-Generated Content and Customer Data, and make incidental copies asnecessary to render the Website and provide the Services. This includes the right to do things
like storing in our infrastructure and make backups; show it to You. Also this includes design
choices to manage data.
This license does not grant Upstash the right to sell Your User-Generated Content andCustomer Data or otherwise distribute or use it outside of our provision of the Service.
6. Moral Rights
You retain all moral rights to Your User-Generated Content and Customer Data that You or Your
Users upload, publish, or submit to any part of the Website or Services, including the rights ofintegrity and attribution. However, You waive these rights and agree not to assert them against
us, to enable us to reasonably exercise the rights granted above and to provide You with theServices..

E. Personal Data Processing - See Our Privacy Policy
F. Data Spaces
1. Control of Data Spaces
Data spaces allow the User to control access to Content.
2. Confidentiality of Data Spaces
Upstash considers the Content of data spaces to be confidential to You. Upstash will protect theContent of Your databases from unauthorized use, access, or disclosure in an industry standard
manner and with a reasonable degree of care.
3. AccessUpstash employees may only access the Content of Your databases in the following situations:​With Your consent and knowledge, for support reasons. If Upstash accesses a database forsupport reasons, we will only do so with the owner’s consent and knowledge.

​When access is required for security reasons.
You may choose to enable additional access to Your databases. These rights may varydepending on the service or feature, but Upstash will continue to treat Your database Content asconfidential.

​

You may also grant a third-party application authorization to use, access, and disclose theContent of Your databases. Your use of third-party applications is at Your sole risk.
4. Exclusions
If we have reason to believe the Content of a database is in violation of the law or of thisAgreement, we have the right to access, review, and remove them. Additionally, we may becompelled by law to disclose the Content of Your databases.

G. Intellectual Property Notice
1. Upstash's Rights to Content
Upstash and our licensors, vendors, agents, and/or our content providers retain ownership of all
intellectual property rights of any kind related to the Website and Service. We reserve all rightsthat are not expressly granted to You under this Agreement or by law. The look and feel of theWebsite and Service is copyright protected. You may not duplicate, copy, or reuse any portion of
the HTML/CSS, Javascript, or visual design elements or concepts related to the Website orServices without express written permission from Upstash.
2. License to Upstash Policies
This Agreement is adapted from GitHub's site policies and is licensed under this Creative
Commons Zero license (https://creativecommons.org/publicdomain/zero/1.0/).

H. Payment
1. Pricing
Our pricing and payment terms are available at upstash.com/#pricing. Your payment iscalculated according to Your usage of database types. Payments are calculated and charged at
the end of each month. Upstash can issue provisional credit if Your usage cost exceeds $500
before the end of the month. When You add a payment method, we may do some verifications
to validate that the card is active and working.

2. Data Transfer Costs
Upstash waives data transfer costs incurred by the customer’s database usage unless its
average data size per request in a day is higher than 200KB and/or total data transferred on a
day is higher than 100GB. In this case, Upstash communicates with the customer about a new
pricing plan that includes data transfer price. You have the right to reject the new pricing but
Upstash reserves the right to suspend Your database or throttle Your bandwidth.

3. Upgrades, Downgrades, and Changes​

If You upgrade from a free plan, or from one paid plan to a higher paid plan, we will bill You the
day You upgrade.

​

You can not revert a paid database type to free.

​

Any user can create at most one free database.

​

In case of the payment failure, we will email You to update Your payment method. If the issue is
not solved in 3 days, we have the right to suspend Your databases. While suspended,databases may not be available for use but Your Content will be kept for at least 2 weeks.

​

If payment failure issues are not resolved in 2 weeks, we have the right to terminate Youraccount. (including Your Content)

4. Billing Schedule; No Refunds​

For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearlybasis respectively and is non-refundable. There will be no refunds or credits for partial months
or partial years of service, downgrade refunds, or refunds for months or years unused with anopen account; however, the Service will remain active for the length of the paid billing period.

5. Responsibility for Payment
You are responsible for all fees, including taxes, associated with Your use of the Service. By
using the Service, You agree to pay Upstash any charge incurred in connection with Your use of
the Service. If You dispute the matter, contact support@upstash.com. You are responsible forproviding us with a valid means of payment for paid accounts. Free accounts are not required toprovide payment information.

I. Cancellation and Termination
1. Account Cancellation

It is Your responsibility to properly cancel Your account with Upstash. You can cancel Youraccount at any time from the Upstash Console. We are not able to cancel accounts in response
to a phone request. You need to delete all Upstash Clusters/Resources for cancellation request.
After the cancellation request your data will be completely deleted in 6 months (cancellation
period). You can cancel your cancellation request from the Upstash Console if you decide to use
Upstash again during the cancellation period.
2. Upon Cancellation
We will retain and use Your information as necessary to comply with our legal obligations,resolve disputes, and enforce our Agreement, but barring legal requirements, we may deleteYour full profile and the Content of Your databases immediately after cancellation or termination(though some information may remain in backups). This information can not be recovered once
Your account is cancelled.
Upon request, we will make a reasonable effort to provide an account owner with a copy of Yourlawful, non-infringing Content after any account closure, suspension, or downgrade. You must
make this request within 10 days of closure, suspension.
3. Upstash May Terminate
Upstash has the right to suspend access to all or any part of the Website, Services or Youraccount at any time, with or without cause, with or without notice, effective immediately if (i)Your payment is overdue or You are otherwise in breach of this Agreement; (ii) we determinethat there is a risk to the Cloud Services or to any third party from Your actions and/or that Youruse of the Cloud 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 similardisposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation,
dissolution or similar proceeding. If we suspend Your right to access or use any portion or all ofYour Cloud Services, You remain responsible for all Service Fees You have incurred prior to thesuspension and You will not be entitled to any credit or refund.
In addition to Upstash’s right to terminate Your account for non-payment, Upstash has the rightto terminate Your account at any time, with or without cause, upon 10 days advance notice or if
Your account has been suspended for more than 3 weeks.

4. Account Inactivity
Upstash has the right to delete inactive accounts. Inactive account means that it hasn't used any
Upstash Services for more than 2 weeks and it does not have any databases with any paidplan.

5. Resource Inactivity
Upstash has the right to delete inactive databases and kafka clusters. A resource is considered
inactive if it doesn't get any requests for a period of 2 weeks for free plans and 3 months for paidplans. In such cases, Upstash may proceed with the deletion of these inactive resources.

J. Communications with Upstash
1. Electronic Communication Required
For contractual purposes, You (1) consent to receive communications from us in an electronic
form via the email address You have submitted or via the Service.
2. Legal Notice to Upstash Must Be in Writing
Legal notice to Upstash must be in writing and sent to support@upstash.com.
3. No Phone Support
Upstash only offers support via email, in-Service communications, and electronic messages. We
do not offer telephone support.

K. Disclaimer of Warranties
Upstash provides the Website and the Service “as is” and “as available,” without warranty of any
kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or
statutory, regarding the Website and the Service including without limitation any warranty ofmerchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
Upstash does not warrant that the Service will meet Your requirements; that the Service will beuninterrupted, timely, secure, or error-free; that the information provided through the Service isaccurate, reliable or correct; that any defects or errors will be corrected; that the Service will beavailable at any particular time or location; or that the Service is free of viruses or other harmful
components. You assume full responsibility and risk of loss resulting from Your use of theServices and Website.

L. Limitation of Liability
To the maximum extent permitted by applicable law, each party's total cumulative liability to theother party or any third party under this Agreement from all causes of action and all theories of
liability will be limited to and will not exceed the fees You've actually paid us during the 24months preceding the claim giving rise to such liability.
You understand and agree that we will not be liable to You or any third party for any loss of
profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary
damages, however arising, that result from your use of the Services and/or Website.

M. Release and Indemnification
1. Customer’s Indemnification
Subject to the limitations above, You agree to indemnify us and us hold harmless from andagainst any and all third party claims and expenses, including attorneys’ fees, arising out of Youruse of the Website and the Service, including but not limited to Your violation of this Agreement.

2. Upstash’s Indemnification
We’ll defend or settle, at our option and expense, any third-party claim brought against You tothe extent that it’s based on an allegation that Upstash’s service infringes a copyright ormisappropriates a trade secret of any third party (each, a “Claim”), and, subject to the above
Limitation of Liability we’ll pay all damages and costs (including reasonable legal fees) finallyawarded by a court of final appeal attributable to such a Claim, provided that You notify us inwriting of any such Claim as soon as reasonably practicable and allow us to control, andreasonably cooperate with us in the defense of, any such Claim and related settlement
negotiations.

N. Changes to These Terms and Modifications to Services
We reserve the right, at our sole discretion, to amend this Agreement at any time and will
update this Agreement in the event of any such amendments.
If we modify this Agreement:
We will post the modification on the Website or provide You with notice of the modification. We
will also indicate the last update date at the top of this Agreement. By continuing to access or
use the Services and/or the Website after we have posted a modification on the Website orhave provided You with notice of a modification, You are indicating that You agree to be boundby the modified Agreement. IF THE MODIFIED AGREEMENT IS NOT ACCEPTABLE TO YOU,
THEN PLEASE CEASE USING THE SERVICES AND THE WEBSITE IMMEDIATELY.