Pure as-a-Service Terms of Use

These Pure as-a-Service Terms of Use (“Terms”), formerly referred to as the Subscription Services Addendum, apply to the provision of the Pure-branded, proprietary hardware, software, or services products purchased on a subscription or as-a-services basis (collectively, “Pure as-a-Service”) by end users (each, an “End User”), from either Pure or a Pure-authorized reseller (a “Partner”).  For purposes of these Terms, “Pure” means Pure Storage, Inc., or its wholly-owned subsidiaries.

1.   Pure as-a-Service Product GuideThe Pure as-a-Service Product Guide provides the product description for the Pure as-a-Service subscription (each, a “Subscription”) described in the applicable Quote.

2.   Cloud Block Store or Subscriptions on Public Cloud. Terms governing usage or purchase of Cloud Block Store or any Subscription, on or from a Public Cloud, are set forth in the Public Cloud Terms. These Public Cloud Terms apply only if purchasing a Cloud Subscription or using any portion of the Subscription in a Public Cloud.

3.   Access and Use. Subject to these Terms and the applicable Quote, Pure grants to End User, and any third party that End User authorizes to perform services involving Pure as-a- Service solely for End User’s benefit, a nontransferable, nonexclusive, revocable right to: (a) access and use Pure as-a-Service, and (b) download, install, and use, in executable object code format only, any Pure plug-in or software necessary to use Pure as-a-Service.

4.   Quotes. Each Subscription, including any permissions or limitations are identified by a SKU or other description set forth in the quote or other schedule issued by the Partner or Pure and accepted by End User (each, a “Quote”).  Quotes may include, but not be limited to the following details: (a) End User’s time-bound commitment to utilize Pure as-a-Service (the “Service Term”); (b) Reserve Commitment and Install Locations; (c) any Pure-approved modifications to these Terms; and (d) any other use limitations associated with the Service Infrastructure.

5.   Service Term.

5.1  Subscription Start Date. Unless otherwise set forth in the Quote, the Service Term for all Subscriptions commence as follows: (a) 30 days following Pure’s acceptance of the order for Pure as-a-Service, as identified in Pure1®; or (b) upon Pure’s acceptance of the order for any renewal or modification of a Subscription, as identified in Pure1®.

5.2   Renewal. Subscriptions automatically renew, and End User is invoiced for a 12-month renewal, unless End User provides Partner and Pure written notice of its intent not to renew the Subscription at least 60 days prior to the expiration of the then-current Service Term.

5.3   Post-Service Term Usage. End User shall pay for utilization of Pure as-a-Service, at the higher of the On-Demand or Reserve Rate applicable during the most recent 12 months of the Service Term, for each day that Service Infrastructure is not returned following the expiration or termination of the applicable Service Term.

5.4   Expiration. These Terms, and End User’s rights to use Pure as-a-Service terminate upon expiration of the applicable Service Term.

5.5   Termination for Convenience. End User may terminate a Subscription for any reason and at any time, provided that End User: (a) provides Pure 60 days’ prior written notice and (b) pays in full all Reserve Commitments outstanding from the date of termination through the end of the Service Term.

5.6   Termination for Cause.  These Terms, and End User’s rights to use Pure as-a-Service, terminate immediately if: (a) End User fails to make timely payments for the Subscription to Pure or Partner; (b) voluntary or involuntary proceedings by or against End User are instituted in bankruptcy under any insolvency law, or a receiver or custodian is appointed for the End User, or proceedings are instituted by or against the End User for corporate reorganization or the dissolution of the End User, or if End User makes an assignment for the benefit of creditors; or (c) a party materially breaches any provision of these Terms or the Agreement and fails to cure such breach within 30 days from the date of such party’s written notice to the other party. End User is only obligated to pay for Pure as-a-Service utilization through the date of termination if the Subscription is terminated pursuant to this Section 5.6.

5.7   Effect of Termination.  Upon any termination or expiration of a Subscription, End User shall promptly: (a) discontinue use of Pure as-a-Service; (b) pay all amounts due for Pure as-a-Service for the duration of the Service Term, unless terminated for cause pursuant to Section 5.6; and (c) return all Service Infrastructure to Pure, otherwise Pure reserves the right to enter End User’s premises, or the premises where the Service Infrastructure is located, to access and retrieve that Service Infrastructure. Notwithstanding anything to the contrary herein, any amounts prepaid through the date of termination are final and non-refundable.

5.8   U.S. Federal and State Government End Users.  End Users that are part of a United States federal, state, or municipal government or agency (a “US Government End User”) may terminate a Subscription, upon no less than 30 day’s prior written notice to Pure if the US Government End User terminates or suspends performance of its contract or applicable task order with the Partner for failing or refusing to fund or to secure appropriations to fulfill or fund its obligations under its contract with the Partner.  Upon expiration or termination of a Subscription, the US Government End User shall: (i) immediately discontinue use of Pure as-a-Service; and (ii) promptly return the applicable Service Infrastructure to Pure. Pure reserves the right to enter the US Government End User’s premises, escorted by the US Government End User’s personnel (as applicable) to escort Pure onto the premises to access and retrieve the Service Infrastructure. Notwithstanding anything to the contrary, any amounts paid to Pure for Pure as-a-Service for periods prior to the termination date are final and non-refundable if the Subscription is terminated pursuant to this Section.

6.   Reserve and On-Demand.

6.1   Reserve Commitment. Each Subscription may include a minimum usage commitment of Pure as-a-Service, set and managed at the Site level (a “Reserve Commitment”). A Reserve Commitment may be increased by the End User at any time during the applicable Service Term.  However, End User acknowledges and agrees that Reserve Commitments shall not be reduced or cancelled at any time during a Service Term.

6.2   On-Demand.  “On-Demand” means any utilization of Pure as-a-Service above and beyond the Reserve Commitment at any Site.  Pure deploys buffer capacity for On-Demand usage at each Site (“On-Demand Buffer”).  Pure maintains a minimum On-Demand Buffer of: (a) 25% above the End User’s then-current Effective Used consumption; or (b) 100 TiB.

7.   Capacity Management, Service Infrastructure Sizing and Deployment.

7.1   Capacity Management.  Pure does not ship additional capacity to any Site unless End User’s consumption of Pure as-a-Service has exceeded: (a) 80% of Effective Used consumption of the Service Infrastructure of all Systems at any one North American Site; or (b) 75% of Effective Used consumption of the Service Infrastructure of all Systems at any Site located outside North America.

7.2   Sizing and Installation.  Pure deploys storage or compute infrastructure depending upon the Subscription (“Service Infrastructure”).  Sizing of  Service Infrastructure is based on End User’s identified workload requirements, as reported by End User to Pure (the “Workload”) and subject to Pure’s reasonable discretion. Pure ships Service Infrastructure following confirmation of the datacenter’s readiness, as determined by completion of Pure’s pre-site survey. The Service Infrastructure must not be moved without Pure’s written consent, which shall not be unreasonably withheld. Notwithstanding anything to the contrary in these Terms, End User is responsible for ensuring Pure’s access to the datacenter for all services Pure reasonably requires to perform on the Service Infrastructure in order to continue providing Pure as-a-Service.

7.3   Deployment.  Pure may expand, modify, substitute, replace, or remove any component of Service Infrastructure deployed to provide Pure as-a-Service to meet the Workload based on data reduction efficiencies Pure sees with similar end users across its install base. Pure will use reasonable efforts to ship additional Service Infrastructure within 10 business days of Pure determining that additional Service Infrastructure is required to meet the Workload. Notwithstanding the foregoing, (a) shipment of additional Service Infrastructure is subject to the payment of all current and outstanding invoices for Pure as-a-Service; and (b) Pure may require End User increase the Reserve Commitment if the End User’s daily usage (as measured by Pure1®) exceeds 2.5x the then-current Reserve Commitment.

8.   Support. Subscriptions are delivered with 365 X 24 x 7 support, with 4-hour response times, as described in Pure’s Customer Support Guide. For the sake of clarity, Pure as-a-Service is separate and apart from Pure’s Evergreen Storage Program, and therefore that program’s benefits as described in the Customer Support Guide do not apply to Pure as-a-Service.

9.   Fee Structure and Invoicing Cadence.

9.1   Reserve Commitment Charges. Reserve Commitments are a fixed charge, billed in advance per Site at the corresponding Reserve Rate on either a monthly, quarterly, or annual basis.

9.2   On-Demand Charges. On-Demand usage is a variable charge, billed in arrears on a calendar quarterly or monthly basis, based on End User’s average daily usage of the Subscription in excess of the Reserve Commitment per Site, at the corresponding On-Demand Rate.

9.3   Encrypted Workloads.   A variable charge, billed in arrears on a calendar quarterly or monthly basis at 2.5x the Reserve Rate, will apply for usage of Encrypted Workloads, identified on the invoiced as PAAS-ENCRYPTED-CDE charges. End User may purchase the following SKU, as identified in the Quote, to consume Encrypted Workloads at no additional charge: PAAS-ENCRYPTED-CDE SKU.

9.4   Pure1® Connectivity Charges.  A variable charge billed in arrears on a calendar quarterly or monthly basis at the On-Demand Rate for failure to connect Pure1®, as described in Section 9 of these Terms.

10.   Transmission of Pure1® Data Required. Pure’s “phone home” feature, known as Pure1®, is an integral component of Pure’s delivery of Pure as-a-Service, by providing telemetry data to Pure and Subscription management tools in Pure1® for End User (“Pure1® Data”). End User acknowledges and agrees that the rates charged for all Subscriptions, and for End User to comply with these Terms, Pure must receive Pure1® data. Therefore, except as otherwise set forth in the applicable Quote, and to the extent within End User’s reasonable control, End User shall ensure that Pure1® Data transmission to Pure is not disabled. Pure reserves the right, upon prior notice, to exercise any of the following remedies if Pure1® is disabled in excess of 4 consecutive days in any 30-day period during the Service Term: (a) demand payment of the Pure1® Connectivity Charge to Pure or Partner for the period of time Pure1® is disabled; or (b) upon 15 days’ prior written notice, suspend or terminate the Subscription.

11.   Title. Pure and its suppliers exclusively retain all right, title, and interest in all Service Infrastructure, the embedded software, and all intellectual property rights therein, including without limitation all patent, trademark, trade secret, know- how, trade name and copyright, whether registered or not registered. Pure and its suppliers reserve all rights not expressly granted herein, and no license or other implied rights of any kind are granted or conveyed except for the limited right to access and use Pure as-a- Service, as described herein. Pure as-a-Service remains Pure’s sole and exclusive personal property, and End User shall not encumber, sell, or otherwise dispose of the Pure as-a-Service without having received prior written authorization from Pure.

12.   General Terms. These Terms supplement the Pure End User Agreement (or other written agreement covering the same subject matter executed by Pure) for the applicable Subscription purchased by End User. Capitalized terms not specifically defined in these Terms have the same meaning as in the End User Agreement. Pure reserves the right to update these Terms from time to time, as noted by the “Last Updated” date below.

13.   Definitions.

  • Agreement: Pure’s End User Agreement and all attachments thereto.
  • Downtime Credit:  Credit earned on a per System basis, applied to the Subscription invoice for the affected System.
  • Effective Used: Measure of data written by a host to a Subscription volume and any incremental unique snapshot data thereof.
  • Encrypted Workload:  Except for Capacity Block, Block workloads that include encrypted, de-duped, or pre-compressed data, or any workloads where the data reduction is less than 2:1, as determined by Pure1®.
  • Environment:  All Systems, at all Sites, deployed to provide the Subscription.
  • Install Location:  A location where a System is deployed to provide the Subscription.
  • Planned Downtime: The period of time when use or access to the Subscription is restricted or unavailable in order for Pure to perform any Subscription Maintenance.
  • Pure as-a-Service Maintenance: Any update, expansion, removal, substitution, or other changes to the Service Infrastructure that do not arise as a direct result of any incident or outage of Pure as-a-Service.
  • Pure System at Fault: The outage was caused by Pure, in Pure’s reasonable opinion.
  • On-Demand Used:  The total amount of the Subscription consumed by End User above the Reserve Commitment.
  • On-Demand Rate:  The rate applicable to On-Demand usage.
  • Reserve Rate:  The rate applicable to usage of the Reserve Commitment.
  • Site: All Systems deployed at a single Install Location, or a public cloud, serving as an independent endpoint for capacity management and monitoring.
  • System: Each individual data storage device.
  • Total Minutes of the Month: The aggregate minutes across all Systems within the Environment, measured on a monthly basis.
  • Unplanned Downtime: The period of time when use or access to the Subscription is not available to the host or application, for reasons neither planned nor anticipated by Pure.
  • Uptime Commitment:  Pure’s commitment that the Subscription, as measured at the Environment level for the End User is operational and available for use by End User for a minimum of 99.99% of any given month, provided hosts are configured for best practices (such as timeouts and multipathing being set correctly).

 

Last Updated August 9, 2021