Red9 Master Software License Agreement

Last Updated: April 28, 2026

This Master Software License Agreement (this “Agreement”) is a legally binding contract between you, either an individual or a legal entity (“You” or “Customer”), and Solution Square, Inc. d/b/a Red9, a Georgia corporation (“Red9,” “we,” or “us”), governing Your download, installation, and use of any Red9 software product made available under this Agreement (each, the “Software”). Each Software product is identified, and its product-specific terms are described, in a Product Schedule (defined below).

If You are entering into this Agreement on behalf of an entity, You represent that You have authority to bind that entity, and references to “You” mean that entity.

1. DEFINITIONS

1.1 “Agreement” means this Master Software License Agreement, together with each applicable Product Schedule, any Order, and the Privacy Notice.

1.2 “Client” means, if You are an MSP, Your end customer on whose behalf You install or operate the Software.

1.3 “Documentation” means the user documentation provided by Red9 with the Software, as updated from time to time. Online community posts, third-party guides, videos, and similar materials are not Documentation.

1.4 “MSP” means a managed service provider that installs or operates the Software on behalf of one or more Clients.

1.5 “Operational Data” means the technical, performance, and operational data that the Software collects from Your environment and transmits to Red9, as further described in the applicable Product Schedule. Operational Data does not include the contents of user databases, application data, personally identifiable information stored within Your systems, or any other Customer-stored content unless expressly identified as such in the applicable Product Schedule.

1.6 “Order” means any written order form, quote, statement of work, or similar document executed between You and Red9 that specifies a paid license, additional features, or other commercial terms applicable to Your use of the Software. If no Order is in place, the Software is provided to You at no charge under the terms of this Agreement and the applicable Product Schedule.

1.7 “Personal Data” has the meaning given in the Privacy Notice.

1.8 “Privacy Notice” means Red9’s privacy notice available at https://red9.com/legal/privacy/, as updated from time to time, which is incorporated into this Agreement by reference.

1.9 “Product Schedule” means a product-specific schedule published by Red9 that supplements and is governed by this Agreement and that identifies a specific Software product, the data the Software collects and transmits, the subprocessors used to process that data, and any other product-specific terms. Product Schedules are made available as described in Section 14.1.

1.10 “Software” means the Red9 software product identified in an applicable Product Schedule, including any updates, new versions, modifications, or enhancements made available by Red9, together with the Documentation.

1.11 “Users” means Your employees, contractors, and (if You are an MSP) Your Clients’ personnel whom You authorize to use the Software.

2. LICENSE GRANT

2.1 Grant. Subject to Your continuous compliance with this Agreement and the applicable Product Schedule, Red9 grants You a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the Software solely (i) for Your own internal business purposes, or (ii) if You are an MSP, on behalf of Your Clients in accordance with Section 11.

2.2 Free of Charge; Future Commercial Terms. Unless an Order is in place, the Software is licensed to You at no charge. Red9 reserves the right at any time, in its sole discretion, to modify the Software, modify the terms of this Agreement or any Product Schedule, introduce paid versions or features, change pricing, or cease distribution of any Software.

2.3 Backup Copies. You may make a reasonable number of copies of the Software for backup and archival purposes only. All copies must retain Red9’s proprietary notices.

2.4 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Red9.

2.5 Usage Limits. Red9 may impose technical or contractual limits on free use of any Software, including limits on frequency, volume, or scope of use by individual Users or Customers. Specific limits, where applicable, are described in the Product Schedule for the affected Software. Circumvention or attempted circumvention of any such limits is prohibited under Section 3.1(g) and is a material breach of this Agreement.

3. LICENSE RESTRICTIONS

3.1 General Restrictions. You may not, and may not permit any third party to:

1. copy, modify, translate, or create derivative works of the Software, except as expressly permitted in Section 2.3;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Software, except to the extent this restriction cannot lawfully be enforced under applicable law;
3. sell, rent, lease, lend, sublicense, distribute, or otherwise transfer the Software to any third party, including by hosting it as a service for third parties;
4. remove, alter, or obscure any proprietary notice, label, or trademark in or on the Software or its outputs;
5. use the Software for the purposes of competitive analysis, benchmarking, or developing a competing product, or use the Software if You are a direct competitor of Red9 in any market in which the applicable Software is offered;
6. use the Software to store or transmit unlawful, infringing, or tortious material, or material that violates the rights of any third party;
7. circumvent or attempt to circumvent any technical limitations or usage restrictions in the Software; or
8. use the Software to access, scan, analyze, or transmit data from any system or environment that You are not lawfully authorized to access and analyze.

3.2 Trademarks. “Red9” is a trademark of Solution Square, Inc. d/b/a Red9. The names of specific Red9 software products are also trademarks of Red9 as identified in the applicable Product Schedule. You may not use Red9’s trademarks except to factually identify the Software, and only in compliance with reasonable trademark use guidelines that Red9 may publish from time to time. You may not rebrand the Software or hold the Software, the Documentation, or any output of the Software out as Your own product or as the product of any party other than Red9.

4. DATA COLLECTION AND TRANSMISSION

4.1 License Grant for Operational Data. You hereby grant Red9 a worldwide, royalty-free, non-exclusive, sublicensable license to receive, store, transmit, process, analyze, and create derivative works of Operational Data for the following purposes: (a) generating any reports, deliverables, or services that the Software is designed to provide to You; (b) communicating with You about such reports, deliverables, or services and Red9’s other offerings; (c) maintaining, improving, and developing the Software and Red9’s other products and services; and (d) developing aggregated, de-identified analytics that do not identify You or Your Users. The aggregated, de-identified outputs described in clause (d) may be retained and used by Red9 without time limit.

4.2 Subprocessors. Red9 uses third-party cloud infrastructure providers and other service providers (each, a “Subprocessor”) to host the server-side components of the Software and to process Operational Data. The Subprocessors used for a particular Software product are identified in the applicable Product Schedule and/or the Privacy Notice. Red9 will impose on each Subprocessor confidentiality and data protection obligations that are no less protective than those in this Agreement. Red9 will make information about its material Subprocessors available upon reasonable request.

4.3 Privacy Notice; Data Processing. Red9’s collection, use, retention, and protection of Operational Data, and any Personal Data incidentally included in Operational Data, are further described in the Privacy Notice. For Customers subject to the General Data Protection Regulation, the California Consumer Privacy Act, or similar data protection laws, Red9 will, on reasonable request, enter into a data processing addendum reflecting Red9’s role as processor of Operational Data.

4.4 Authority to Install. By installing or running the Software, You represent and warrant that You have the right and authority to install software on the relevant system or environment, to permit the collection of Operational Data from that environment, and to permit transmission of that Operational Data to Red9.

4.5 MSP Authority and Disclosure. If You are an MSP installing or running the Software in a Client’s environment, You additionally represent and warrant that You have (a) disclosed to Your Client the data collection, transmission, and processing described in this Section 4 and the applicable Product Schedule (including Red9’s use of Subprocessors as described in Section 4.2), and (b) obtained from Your Client all consents and authorizations necessary to install the Software in the Client’s environment, collect Operational Data from that environment, and transmit that Operational Data to Red9 for processing under this Agreement. You are solely responsible for any failure to make such disclosure or obtain such consents.

4.6 Right to Decline. If You do not agree with the Operational Data flow described in this Section 4 or in the applicable Product Schedule, do not install or run the Software.

5. FEES AND PAYMENT

5.1 No Fees Unless an Order Is in Place. Use of the Software is provided at no charge unless You and Red9 have entered into an Order specifying fees. If an Order is in place, the fees, payment terms, payment methods, and any renewal terms set out in the Order apply.

5.2 Taxes. You are responsible for all taxes (other than taxes on Red9’s net income) arising from Your use of the Software under any Order, including sales, use, VAT, and similar taxes.

6. PROPRIETARY RIGHTS

6.1 Software. As between You and Red9, Red9 (or its licensors) owns all right, title, and interest in and to the Software, the Documentation, and all related intellectual property. The Software is licensed, not sold. Use of the word “purchase” or similar terms in connection with the Software does not imply a transfer of ownership.

6.2 Customer Data. As between You and Red9, You own Your data. The license described in Section 4.1 is limited to Operational Data transmitted by the Software for the purposes described in this Agreement.

6.3 Feedback. If You provide Red9 with suggestions, ideas, enhancement requests, or other feedback regarding the Software (“Feedback”), You grant Red9 a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, modify, and incorporate the Feedback into Red9’s products and services without compensation or attribution to You. Feedback is not Your Confidential Information.

7. CONFIDENTIALITY

7.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that the Recipient can demonstrate (a) is or becomes publicly known without breach of this Agreement; (b) was rightfully known to the Recipient before disclosure; (c) was rightfully received from a third party without confidentiality obligations; or (d) was independently developed by the Recipient without use of the Discloser’s Confidential Information.

7.2 Use and Protection. The Recipient will use the Discloser’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement, and will protect it using at least the same care it uses to protect its own confidential information of similar importance, but in no event less than a commercially reasonable standard of care.

7.3 Survival. The obligations in this Section 7 survive for three (3) years after termination of this Agreement, except that obligations with respect to information that constitutes a trade secret continue for as long as the information remains a trade secret under applicable law.

8. WARRANTY DISCLAIMER

9. LIMITATION OF LIABILITY

9.1 Cap. .

9.2 Excluded Damages. .

9.3 Survival of Limits. .

9.4 Basis of the Bargain. You acknowledge that the limitations in this Section 9 are an essential element of the bargain between the parties and that Red9 would not make the Software available on the terms set forth in this Agreement without these limitations.

10. TERM AND TERMINATION

10.1 Term. This Agreement begins when You first download, install, or use any Software, and continues until terminated as set forth below.

10.2 Termination by You. You may terminate this Agreement at any time by uninstalling all Software and ceasing all use.

10.3 Termination by Red9. Red9 may terminate this Agreement, terminate any Product Schedule, suspend Your access to the Software, or discontinue any Software in whole or in part at any time, with or without cause, by notice (which may be provided through the Software, by email, or by posting on red9.com). If You materially breach this Agreement or any Product Schedule and do not cure the breach within ten (10) days of notice, Red9 may terminate this Agreement or the applicable Product Schedule immediately for cause.

10.4 Effect of Termination. Upon termination, the license granted in Section 2 ends and You must immediately uninstall the Software and destroy all copies. Sections 1, 3, 4 (with respect to Operational Data already collected and the license granted in Section 4.1), 5 (with respect to Fees accrued before termination), 6, 7, 8, 9, 11, 12, 13, and 14 survive termination.

11. MSP-SPECIFIC TERMS

This Section 11 applies only if You are an MSP using the Software on behalf of one or more Clients.

11.1 Authority and Consents. In addition to the disclosures and consents required under Section 4.5, You represent and warrant that You have all other authority and consents needed to install and operate the Software in each Client’s environment.

11.2 Point of Contact. You are the sole point of contact for Your Clients with respect to the Software. You are responsible for delivering reports and other Software outputs to Your Clients, providing front-line support, and addressing Your Clients’ questions or complaints. Red9 is not obligated to communicate or transact directly with Your Clients.

11.3 Compliance. You are responsible for Your Clients’ compliance with this Agreement and any applicable Product Schedule to the same extent as Your own compliance. Any breach of this Agreement or a Product Schedule by a Client is treated as a breach by You.

11.4 Indemnity. You will indemnify, defend, and hold Red9 harmless from and against any claim, demand, loss, damage, or expense (including reasonable attorneys’ fees) arising from or related to (a) Your failure to make the disclosures or obtain the consents required under Sections 4.5 and 11.1, (b) any dispute between You and a Client, or (c) Your Client’s use or misuse of the Software or any output of the Software.

11.5 No Rebranding. You may not present the Software, the Documentation, or any output of the Software as Your own product or as the product of any party other than Red9. You may identify Red9 as the provider of the Software in factual statements to Clients.

12. GOVERNING LAW; ARBITRATION

12.1 Governing Law. This Agreement is governed by the laws of the State of Georgia, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Arbitration. Except for (a) actions to collect undisputed amounts owed under an Order, (b) claims that fall within the small-claims jurisdiction of any court located in Fulton County, Georgia, and (c) actions for injunctive or equitable relief to protect intellectual property or Confidential Information, any dispute arising out of or relating to this Agreement, any Product Schedule, or the Software will be resolved by binding arbitration administered by the American Arbitration Association under its commercial arbitration rules. The arbitration will be conducted by a single arbitrator in Fulton County, Georgia. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party in any arbitration is entitled to recover its reasonable attorneys’ fees and costs.

12.3 Class Action Waiver. .

If the foregoing waiver is held unenforceable in any action, then Section 12.2 (Arbitration) is null and void in its entirety with respect to that action, and the action will instead be resolved exclusively in the courts identified in Section 12.5.

12.4 Jury Waiver. .

12.5 Venue for Non-Arbitrable Claims. For any claim that is not subject to arbitration under Section 12.2, the parties consent to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia.

12.6 Time Limit on Claims. Except for actions to collect undisputed amounts owed under an Order, any action arising out of or relating to this Agreement, any Product Schedule, or the Software must be commenced within six (6) months after the cause of action accrues, or it is permanently barred.

12.7 Notice and Opportunity to Cure. Before initiating arbitration or any other proceeding against Red9, You must provide Red9 with written notice of the claim, including a reasonable description of the facts giving rise to the claim and the relief sought, sent to the address in Section 13.12. Red9 will have thirty (30) days from receipt of the notice to investigate and attempt to resolve the claim. You may not initiate arbitration or any other proceeding before the thirty (30) day period has elapsed. This Section does not apply to claims for injunctive or equitable relief to protect intellectual property or Confidential Information.

12.8 Defense Costs. If You bring a claim against Red9 arising out of or relating to this Agreement or the Software, and the claim is dismissed, withdrawn, or otherwise resolved in Red9’s favor, You will reimburse Red9’s reasonable attorneys’ fees and costs incurred in defending the claim, in addition to any other recovery to which Red9 is entitled under this Agreement or applicable law.

13. GENERAL PROVISIONS

13.1 Relationship to Red9 Master Services Agreement. If You and Red9 have entered into, or later enter into, a Master Services Agreement (the “MSA”), the MSA governs the parties’ overall services relationship and prevails over this Agreement with respect to any conflict, except that this Agreement and the applicable Product Schedule continue to govern Your use of the Software itself.

13.2 Updates to This Agreement. Red9 may update this Agreement from time to time. Updates take effect on the “Last Updated” date posted at the top of the revised Agreement. Your continued download, installation, or use of any Software after the effective date of an update constitutes acceptance of the updated Agreement.

13.3 Export Compliance. You will comply with all applicable U.S. and foreign export and import laws and regulations. You represent that You are not located in, and are not a national of, any country subject to U.S. embargo or comprehensive sanctions, and that You are not on any U.S. government list of restricted parties. You will not export, re-export, or transfer the Software to any restricted country, person, or entity.

13.4 Third-Party Components. The Software may include third-party libraries or components subject to their own license terms. Where applicable, those terms are or will be made available with the Software or upon request, and govern Your use of the corresponding components to the extent of any conflict with this Agreement.

13.5 Entire Agreement; Order of Precedence. This Agreement, together with each applicable Product Schedule, any Order, and the Privacy Notice, constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, regarding the Software. In the event of any conflict among these documents, the order of precedence is: (a) the Order, if any, with respect to the matters expressly addressed in the Order; (b) the applicable Product Schedule, with respect to the Software product to which it applies and only to the extent of the conflict, as further described in Section 14.4; (c) this Agreement; and (d) the Privacy Notice. This order of precedence does not apply to the relationship between this Agreement and a Master Services Agreement, which is governed by Section 13.1.

13.6 Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Red9’s prior written consent. Red9 may assign this Agreement at any time, including in connection with a merger, acquisition, or sale of substantially all of its assets. Any prohibited assignment is void.

13.7 Severability. If any provision of this Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

13.8 Waiver. No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. Failure to enforce any provision is not a waiver of the right to enforce it later.

13.9 Force Majeure. Red9 will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, labor disputes, utility or telecommunications failures, internet disruptions, governmental actions, terrorism, war, pandemic, or natural disasters.

13.10 Independent Contractors. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, employment, or fiduciary relationship.

13.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties. No third party has any right to enforce it.

13.12 Notices. Notices to Red9 must be sent to Solution Square, Inc. d/b/a Red9, 11720 Amber Park Drive, Suite 160, Alpharetta, GA 30009, or by email to [email protected] (or such other address as Red9 may designate). Notices to You may be delivered through the Software, by email to the address You provided, or by posting on red9.com.

13.13 Headings. Section headings are for convenience only and do not affect interpretation.

14. PRODUCT SCHEDULES

14.1 Framework. Each Software product made available under this Agreement is identified in a Product Schedule published by Red9. Product Schedules are made available at https://red9.com/legal/eula/ and are also presented to You during the installation or activation flow for the corresponding Software. Each Product Schedule supplements and is governed by this Agreement and describes the specific Software, the Operational Data the Software collects and transmits, the Subprocessors used to process that data, and any other product-specific terms applicable to that Software.

14.2 Product Schedules Currently in Effect. As of the “Last Updated” date of this Agreement, the following Product Schedules are in effect:

• SQL Server Health Check Product Schedule — https://red9.com/legal/eula/hc/

Red9 may add, modify, or remove Product Schedules from time to time. The current list is also maintained at https://red9.com/legal/.

14.3 Acceptance of Product Schedules. By downloading, installing, or using a particular Software product, You agree to be bound by both this Agreement and the Product Schedule applicable to that Software product, in each case as in effect on the date You first install or use that Software product.

14.4 Conflicts. In the event of any conflict between this Agreement and a Product Schedule, the Product Schedule controls solely with respect to the Software product to which it applies and only to the extent of the conflict.

14.5 Updates to Product Schedules. Red9 may update any Product Schedule from time to time. Updates take effect on the “Last Updated” date posted on the revised Product Schedule. Your continued use of the applicable Software after the effective date of an update constitutes acceptance of the updated Product Schedule.

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