Professional Services Addendum
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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.??WORKING TIME AND REPORTING.?The engagement of the resource(s) is on a professional working time basis, during normal working hours (09:00am to 18:00pm, Monday through Friday) excluding localized holidays and weekends, with a one-hour lunch break and any other break times required under applicable law (“Normal Work Hours”). Unless migration cutover activities are required during non-normal working hours and are agreed upon by Pure and End User.
10.??SOW CHANGE CONTROL.?Any requested changes to the scope of Services described in an SOW (each, a “Change”) will be handled via the change control process set forth in this Section 10. A Change may or may not have an impact on the amount payable by End User to the Pure authorized reseller. Pure will continue to deliver the Services and Work Product, unchanged under an SOW, until such time as a Change is agreed in accordance with the procedure set out below.
- Either party may request a Change to the Services or Work Product described in an SOW by initiating a Change Request (as defined below) in writing, whereby the requesting party sets forth the following details: (i) general description of the change; (ii) any potential changes to the schedule set forth herein; and (iii) any change to Work Product.
- The parties will use a Change Request form as agreed between the parties to document requested Changes (“Change Request”).
- At any time, End User or Pure may request a Change. Neither party will unreasonably withhold or delay processing or agreeing on a specific Change.
- The Pure project manager must submit the Change Request including at least the information set out below through their authorized representative. The minimum information required is:
- A description of the proposed Change including any additional work to be performed and identification of any specific revisions to the Work Product;
- The reason for the proposed Change; and
- Any special conditions for acceptance of the Change.
- When End User submits a Change Request, Pure will carry out a preliminary assessment of the Change Request and return a preliminary evaluation to the End User’s authorized representative. This preliminary evaluation will contain:
- A preliminary assessment of the impact of the requested Change;
- A statement as to whether the requested Change can be included in the current scope, that includes an initial estimate of the time required and the skills of personnel to be involved; and
- Should additional charges be payable due to scope change, this will need to be agreed with an authorized reseller.
- A preliminary estimate of the timetable to complete the Change process and the timetable to implement the Change.
- Pure will complete a full assessment of the Change Request if the End User’s authorized representative agrees to proceed with the preliminary assessment provided by Pure, as follows:
- A full statement of the impact of the Change including identification of all impact components of the Services and any other impacts to associated elements;
- A full estimate of the timetable to implement the Change;
- A full estimate of the resultant revisions; and
- A statement of how acceptance of the Change will take place if this is separate or different from the provisions already made.
- A full assessment of the Change Request will then be delivered to the End User’s authorized representative. The End User’s authorized representative shall approve the Change Request if the full assessment and associated change to the charges is agreed by the End User’s authorized representative. Each party will arrange for the approved Change Request to be signed by duly authorized representatives of each party upon approval of the Change Request.
11.??GENERAL ASSUMPTIONS AND END USER RESPONSIBILITIES.?
This section details the general assumptions and responsibilities underlying the Services and any Work Product described in an SOW.
11(a) Assumptions.
- End User acknowledges that Pure’s ability to deliver the Services is dependent upon (i) End User’s timely cooperation with its obligations as set out or referenced in an SOW and (ii) the accuracy and completeness of information and data that is requested and required from Pure to deliver the Services.
- Pure’s ability to perform its obligations as set forth in an SOW is contingent upon the timely response and follow-up from End User to all deadlines set forth in an SOW.
- Pure may require access to people, information, and facilities (collectively, “Facilities”) relevant to this engagement as reasonably required by Pure to successfully perform the Services and deliver any applicable Work Product. End User shall provide the following if it cannot provide access to any Facilities: (i) written notification in advance to Pure that the Facilities are unavailable; and (ii) an alternative means of providing Pure with the Facilities.
- Services do not include the provision of any hardware products or any software unless explicitly stated in an SOW.
- Pure makes no assurances, representations, or warranties that the final result of any Services performed hereunder will perform in any particular manner other than as explicitly stated in an SOW.
- Pure is not responsible for any application or host system access that encompasses coding, scripting, application analysis, system performance, troubleshooting, or application logins outside of the Services expressly described in the SOW.
- Pure has no obligation to provide support or maintenance in relation to any scripts created in the performance of Services under an SOW. Any and all future activity for troubleshooting, additions, or changes requested after delivery of the Services and any Work Product contained herein requires a separate SOW to be agreed upon in writing and signed by both parties.
- Pure uses either GitHub ( Github.com ) or SFTP ( ftps.purestorage.com ) for transferring of scripts and source code between Pure and our End User. For each project the assigned Architect will determine the best method for file sharing unless mutually agreed upon in an SOW.
- Any physical Installation SKUs will be booked outside of an SOW.
- A single instance of the FA Design and Operational Readiness Service is valid for design of a single array.
11(b) End User Responsibilities.
- End User shall respond in a timely manner to enable Pure to perform its obligations under an SOW.
- End User is exclusively responsible for the accuracy and completeness of all information it provides to Pure to enable Pure to perform its obligations under an SOW. A Change Request shall be required, subject to additional fees agreed upon between End User and Pure’s authorized reseller if any information provided by End User is incomplete, incorrect, or if information is uncovered during the course of performing the Services which could not be reasonably anticipated by Pure.
- End User is responsible for completing any required questionnaires and/or checklists, when applicable, prior to the start of the project.
- End User shall provide Pure with access to End User’s Facilities and appropriate End User personnel (with the relevant skill and knowledge).
- End User shall complete onboarding of Pure resources who need access to End User’s systems within thirty (30) days of execution of an SOW, or additional charges may be incurred and charged by Pure’s authorized reseller.
- End User shall notify Pure personnel in writing of any special health and safety hazards of which End User becomes aware or which may exist or arise at End User’s site.
- End User shall: (i) make Pure aware of any access restrictions to End User Facilities and (ii) define and implement arrangements that are reasonably acceptable to both parties to ensure the security and access protocol checks on personnel engaged on any Services at End User’s Facilities. End User shall make Pure aware of any such restrictions prior to the commencement of any Services.
- End User shall provide suitable and safe work areas for Pure personnel within End User’s Facilities, including access to printing, network connection to the internet, office desks and chairs and meeting room allocation.
- End User shall provide administrative support to coordinate schedules, participants’ calendars, and meeting rooms for workshops, meetings, and knowledge exchange sessions.
- End User shall provide written notification of any End User site-access policies to Pure prior to Pure’s personnel arrival at the End User site.
- End User shall assign a project manager with responsibility and authority to make decisions concerning SOW planning, coordination of dates, change management processes, approval and any other decisions concerning the organization of the SOW with End User. The End User project manager is also responsible for the scheduling of End User resources as identified in the SOW.
- End User is responsible for coordination of the Services provided under an SOW with any other work being undertaken by End User outside of an SOW. End User is responsible for the management and control of program integration with other related End User projects and for the management and interfaces with other suppliers participating in related projects.?
- End User shall provide experienced resources to deliver all required End User responsibilities. These resources include, but are not limited to system and application administrators with the requisite qualifications, skill, and experience necessary and who have availability to participate as required and to enable End User to meet its obligations in relation to an SOW.
- End User shall respond promptly to all urgent requests.
- End User shall take prompt action to help rectify situations where Pure has advised End User that the Services or Work Product are at risk of delay due to non-performance or delay on the part of End User.
- End User shall appoint members of its IT technical management to participate in the technical review meetings and workshops, and who are authorized to make decisions on the strategies, technological solutions, and priorities to be adopted.
- End User shall empower selected individuals to make decisions on behalf of End User and ensure that a quorum of decision-makers participate and attend specific meetings where decision making is required.
- End User is responsible for maintaining disaster recovery processes and all necessary back-ups to any and all data, so that End User can reinstate any data in the event of a disaster including a disaster involving disruption or outage of communications, power, or other utilities. Pure does not provide disaster recovery services and is not responsible or liable for any loss, interruption, or corruption of data.
- End User has five (5) days from receipt of the Certification of Completion to provide any objections or feedback, otherwise the Services are deemed completed and any Work Product successfully delivered and accepted by End User.
12.??PRICING AND PAYMENT TERMS.?All pricing and payment terms shall be determined between the End User and Pure’s authorized reseller based on the Services, Work Product, and assumptions described in an SOW.
13.? 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.
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Last Updated September 3, 2025