Cloud Managed Services Addendum

Last Updated: August 4, 2026

This Neo4j Cloud Managed Services Addendum (“CMS Addendum”) is incorporated into and supplements the agreement between Customer and Neo4j under which Neo4j provides its Offerings (“Agreement”). The CMS Addendum sets forth the terms that govern Customer’s purchase of Neo4j’s Cloud Managed Services. Capitalized terms not defined in this CMS Addendum shall have the meanings set forth in the Agreement.

  1. General.
    1. Scope of CMS. Neo4j will provide management of the purchased Neo4j Software Offering and/or Cloud Offering within Customer Infra (the “Cloud Managed Service” or “CMS”) as set forth in the CMS Exhibit. “Customer Infra” means the environment used to run the Software Offering and/or Cloud Offering, including the associated hardware, network, storage, and resources within which Customer’s Neo4j graph intelligence platform is deployed.
    2. Supported Environments. Neo4j will perform CMS only on supported releases of the Neo4j software.
    3. Exclusions. Neo4j is not responsible for any delays or outages caused by, or attributable to, the performance or availability of Customer Infra or its underlying service providers, Customer’s acts or omissions, or the Internet in general. Unless specifically included in the CMS Exhibit, backups and monitoring are not included for non-production servers.
  2. Customer Obligations. Provision of the CMS requires Customer involvement; accordingly, Customer will reasonably cooperate and provide resources as set forth below, in the CMS Exhibit, or as otherwise reasonably necessary.
    1. Active Subscription Requirement. This CMS Addendum is applicable only to Customers with an active subscription to Neo4j’s Cloud Offering and/or Software Offering.
    2. Customer Infra. Customer will enter into a direct agreement with its chosen vendor for Customer Infra, and procure and maintain all assets necessary, in strict adherence with Neo4j recommendations.
    3. CMS Delivery. The CMS is delivered remotely by Neo4j personnel who connect to the Customer environment using Neo4j-managed equipment and infrastructure. Customer is responsible for configuring and maintaining the necessary access environment as follows: (a) Customer will provision compute resources, whether a virtual machine, container, Kubernetes pod, or other form of compute infrastructure, within Customer Infra and dedicated exclusively for use by Neo4j CMS personnel in performing the CMS services (“CMS Host”); and (b) Customer will provide Neo4j timely remote access to all Customer Infra systems within the scope of the CMS Exhibit necessary to perform the CMS services, which access Neo4j will conduct from its own data center and equipment.
    4. Communication and Access. (a) Customer will provide timely access to Customer personnel as reasonably required by Neo4j to perform its CMS services; (b) Customer will permit Neo4j to install and operate monitoring and management software on the CMS Host as provisioned under Section 2.3(a) for the exclusive purpose of monitoring and alerting on performance, resource utilization, and operational health necessary to deliver the CMS. Such software also constitutes Neo4j Operational Tools as described in Section 4. Neo4j personnel will limit collection, processing, and retention of operational data, logs, and metrics for the purpose of CMS delivery.
    5. Governance. Customer is responsible for designating a primary contact for CMS. Customer will also ensure that this individual, along with other project stakeholders, participate in mutually agreed project governance meetings.
    6. Marketing Reference. Customer agrees to cooperate in good faith with Neo4j’s reasonable request for a written quote or testimonial regarding Customer’s experience with CMS, for use in Neo4j’s marketing materials and customer-facing communications. Neo4j’s use of any such quote or testimonial is subject to Customer’s prior written approval of the specific content, which Customer will not unreasonably withhold or delay, and shall comply with Customer’s brand guidelines.
  3. Term & Renewal.
    1. Term. The term of the CMS subscription shall be the Subscription Term set forth in the applicable Order Form (“Term”), provided that the minimum Term is one year.
    2. Renewal. Subject to Section 3.1, and upon expiration of the initial Term, the CMS subscription shall automatically renew for successive annual terms unless either party provides written notice of non-renewal, at least ninety (90) calendar days before the expiration of the then-current Term. Neo4j may increase CMS fees or make material changes to the scope of CMS services or the service level commitments set forth in the CMS Exhibit for any renewal term upon written notice to Customer at least ninety (90) calendar days prior to the renewal date.
  4. Neo4j Operational Tools. The software, including scripts, code, monitoring tools, or proprietary materials utilized by Neo4j personnel in the performance of the CMS (collectively, “Neo4j Operational Tools”) are and shall remain the exclusive property of Neo4j. Upon termination or expiration of this CMS Addendum, Customer shall ensure that Neo4j Operational Tools installed on Customer’s CMS Host or any other Customer systems are permanently deleted and that no copies are retained on any Customer systems. Upon Neo4j’s written request following termination or expiration, Customer shall provide written confirmation that all Neo4j Operational Tools have been permanently deleted from all Customer systems.
  5. Personnel & Warranty.
    1. Personnel and Screening. Neo4j conducts background screenings of its employees and consultants assigned to perform CMS services at the commencement of their employment and/or engagement, in each case as permitted by applicable law. Neo4j shall not assign personnel who have been disqualified under such screenings. Neo4j employees and consultants shall not be subject to additional Customer screens.
    2. Limited Warranty. Neo4j warrants that the CMS services shall be provided in a professional manner and shall substantially conform to the CMS Exhibit. In the event of a breach of this warranty, Neo4j shall use commercially reasonable efforts to re-perform the applicable CMS services within thirty (30) days. Warranty claims for defects of quality are excluded as the described CMS services are exclusively provided as consulting and assistance services. For the avoidance of doubt, this warranty is subject to the liability provisions in the Agreement, and remedies for failure to meet service level commitments set forth in the CMS Exhibit are governed solely by Section 6 of this CMS Addendum and the CMS Exhibit, and not by the re-performance remedy set forth in this Section 5.2.
  6. CMS Service Management and Neo4j Support Access.
    1. Relationship to Underlying Support Services. CMS is a proactively managed platform service that operates concurrently with, and does not replace or supersede, the Support Services provided under Customer’s active Order Form for the Software Offering or Cloud Offering.
    2. Support Ticket Submission. Customer shall submit all support requests and incident reports through Neo4j’s Customer Support Portal, as described in the Support Terms. Neo4j CMS personnel and the Support Services team will coordinate their responses to CMS-related incidents as necessary.
    3. CMS Service Level Terms. The service level commitments applicable to the CMS are set forth in the CMS Exhibit. In the event of any conflict between the support or service level terms in the CMS Exhibit and the Support Terms in the underlying Agreement, the CMS Exhibit shall control solely with respect to the CMS services.
    4. Aura Uptime SLA. The Neo4j Aura Service Level Agreement does not apply to the CMS or to any Neo4j Software Subscription covered by this CMS Addendum.
  7. Changes. Either party may, during the Term, request in writing changes to the CMS services set forth in the CMS Exhibit. Changes may result in increased or decreased fees and delivery timeframes and both parties must agree to such changes in writing via a change order or an amendment to an existing CMS Exhibit before they become effective.