Professional Services Addendum
This Professional Services Addendum (“Addendum”) is applicable to the installation, configuration, data migration, or other professional services performed by or on behalf of Pure and the hardware/software modifications, work product and other deliverables developed by or on behalf of Pure in the course of performing the services (“Improvements”), as purchased by End User from Pure or Pure’s authorized reseller. A description of the servicescan be found in the SKU description and Pure’s Professional Services Guide (“Services Guide”). If necessary, Pure and End User may enter into Statements of Work (“SOW(s)”), executed by both partiesand reference this Addendum to further describe the services and Improvements. Orders placed with a Pure authorized reseller which contain a SKU covered by the Services Guide shall be considered a SOW for purposes of this Agreement. All SOWs areincorporated herein by this reference.
1. OWNERSHIP & LICENSE. Each party owns all of its intellectual property rights and other proprietaryrights existing, owned, or otherwise licensed by such party prior to the performance of services (“Pre-Existing IP”). Pure owns all intellectual property rights and other proprietary rights in and to the Improvements. End User owns all reports, documents, or other artifacts generated in connection with the services or which contain its End User Confidential Information (the “Material”), except to the extent that any reports, documents, or other artifacts contain Pure’s proprietary or Confidential Information, in which case Pure grants End User a perpetual internal-use license to use such Material as embodied only in the applicable reports, documents or other artifacts. In no event will Improvements be deemed to include End User Pre-Existing IP or End User Confidential Information.Subject to End User's payment of the fees for such services and compliance withall terms and conditions ofthis Addendum, the Services Guide, and any applicable SOW, Pure hereby grants to End User, and any thirdparty that End User authorizes to perform services involving Pure Products or services solely for End User’sbenefit, a fully paid-up, royalty-free, non-transferable, non-sublicensable license to install, operate, and usethe Improvements, solely for End User's internal business operations and in accordance with the ServicesGuide or any applicable SOW. End User shall not (i)re-distribute the Improvements to any third party exceptas expressly permitted by Pure; (ii) copy the Improvements, except as reasonably necessary for End User’suse of the Improvements as permitted herein; (iii) modify or create derivative works of the Improvements; (iv)reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the sourcecode of the Improvements or any part thereof; (v) remove, delete, alter, or obscure any trademarks or anycopyright, trademark, patent, or other intellectual property or proprietary rights notices from anyImprovements, including any copy thereof; (vi) use any Improvements in a manner or for any purpose thatinfringes, misappropriates, or otherwise violates any law or intellectual property right; or (vii) otherwise usethe Improvements beyond the scope of the license granted under this Addendum, the Services Guide, or anyapplicable SOW. The Parties agree this Section 1 is not intended to, and shall not, apply to any bespoke or custom services or deliverables. Rather, the ownership and license rights of any such services or deliverables will be as set forth in an applicable SOW.
2. REPRESENTATIONS & WARRANTIES. Pure represents and warrants that (i) it shall perform theservices using personnel of required skill, experience and qualifications and in a professional and workmanlikemanner in accordance with commercially reasonable industry standards for similar services; (ii) it is incompliance with, and shall perform the services in compliance with, all applicable laws; (iii) the services andImprovements will be in conformity in all material respects with the requirements or specifications stated inthis Addendum, the Services Guide, and any applicable SOW for a period of 30days after delivery to EndUser. If any element of the services or Improvements does not conform to the foregoing warranty, End Usershall notify Pure in writing within 30 days after delivery of such service or Improvement, and Pure shall usecommerciallyreasonable efforts to cure such nonconformance. This clause states Pure’s entire liability, andEnd User’s sole and exclusive remedy, for warranty claims for services. EXCEPT FOR THE EXPRESSWARRANTIES DESCRIBED HEREIN, PURE HEREBY DISCLAIMS ALL WARRANTIES, EITHEREXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,UNDER THIS ADDENDUM. END USER IS RESPONSIBLE FOR ENSURING THAT IT HAS APPROPRIATEDATA BACK-UP, DATA RECOVERY, AND DISASTER RECOVERY MEASURES IN PLACE.
3. ASSUMPTIONS. End User shall (i) provide such access to End User's premises and operatingenvironment as may reasonably be requested by Pure for the purposes of performing the services ordeveloping the Improvements; (ii) respond promptly to any Pure request to provide direction, information,approvals, authorizations, or decisions that are reasonably necessary for Pure to perform the services ordevelop the Improvements, and ensure that each of the foregoing is complete and accurate in all materialrespects; (iii) ensure that all End User equipment (other than Pure Products) is in good working order andsuitable for the purposes for which it is used in relation to the services and conforms to all relevant legal or industry standards or requirements; (iv) secure all necessary rights, licenses, consents, approvals and authorizations necessary for Pure to use any third party materials or intellectual property that are in End User’s environment and necessary for Pure to perform the services and develop the Improvements; and (v) perform any other End User obligations identified in the Services Guide or applicable SOW. If Pure’s performance of its obligations under this Addendum is prevented or delayed by End User’s breach of this section or any act or omission of End User, Pure shall not be liable for any costs, charges or losses sustained or incurred by End User, in each case, to the extent arising directly or indirectly from such prevention or delay.
4. SUBCONTRACTORS. Pure may subcontract the performance or development of any of the services or Improvements. Pure shall be responsible and liable for: (i) the acts and omissions of such subcontractor to the same extent as if such acts or omissions were by Pure or its employees, and (ii) all fees and expenses payable to any subcontractor.
5. FEES AND EXPENSES. The cost for all services and Improvements shall be determined between End User and Pure or Pure’s authorized reseller, as applicable, and shall be based on the scope and assumptions included in the SKU description, the Services Guide, or the applicable SOW. If specified in the SKU description, Services Guide, or SOW, End User will pay actual out-of-pocket expenses, including travel, as reasonably incurred during the performance of the services. Except as identified in an applicable SOW, all services are non-cancellable.
6. TRAINING. Any and all training provided by Pure will be performed pursuant to the Pure Training Program Terms and Conditions.
7. ON-SITESERVICES. While performing on-site services at End User’s facilities, Pure personnel will follow End User policies and procedures made available to such personnel in writing.
8. MIGRATION HARDWARE. Pure may, in its sole discretion, utilize loaned Products for temporary use in End User’s environment (“Migration Hardware”) in performance of services, or for the benefit of End User or Pure’s authorized reseller in the implementation of Pure Products. Pure retains title to all such Migration Hardware. Pure grants End User a limited, revocable license, to access and use the Migration Hardware for its internal purposes in connection with the services or Product implementation for the earlier of (i) the duration of performance of such services or Product implementation, (ii) the period of time identified on the applicable quote, or (iii) six (6) months. Upon completion of services or Product implementation, Pure shall remove such Migration Hardware, or End User shall return such Migration Hardware to Pure in accordance with Pure’s reasonable shipping instructions. Shipment costs for, and risk of loss to, Migration Hardware shall be borne by Pure. Migration Hardware is not available for sale to End User.
9. GENERAL TERMS. This Addendum supplements the Pure End User Agreement (or other written agreement covering the same subject matter executed by Pure) for the applicable Products and services purchased by End User. Capitalized terms not specifically defined in this Addendum will have the same meaning as in the End User Agreement. Pure reserves the right to update the Addendum from time to time, as noted by the “Last Updated” date below.
Last Updated July 2, 2024
