1. PURE SKILL SUBSCRIPTION PRODUCT GUIDE. The Pure Skill Subscription Product Guide describes the subscription type, service duration, and service level obligations for the Pure Skill Subscription described in the applicable quote.
2. 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 attend any Pure Skill Subscription training, solely for End User’s benefit, a nontransferable, nonexclusive, revocable right to access and use the Pure Skill Subscription services. Any content in the Pure Skill Subscription service (“Content”) is the sole and exclusive property of Pure and End User acknowledges that such Content shall not be reproduced, reused or distributed in any form without the express written consent of Pure. End User shall not engage in any activity that may infringe upon the intellectual property rights of Pure, including but not limited to copying, modifying, or creating derivative works from the Content.
3. QUOTES. Quotes may include, but not be limited to the following details: (a) the applicable Service Term; and (b) any other use limitations associated with the Pure Skill Subscription. Any Pure-approved modifications to these Terms shall be set forth in writing and agreed upon between either Pure and End User or the applicable reseller.
4. SERVICE TERM.
4.1. Subscription Start Date. The Service Term for all subscriptions commence upon Pure’s acceptance of the order, as identified in Pure1.
4.2. Renewal. Subscriptions automatically renew for 12-months period term, unless End User provides Pure and its authorized reseller a written notice of its intent not to renew the subscription at least 60 days prior to the expiration of the then-current Service Term.
4.3. Expiration. These Terms, and End User’s rights to use the Pure Skill Subscription terminate upon expiration of the applicable Service Term.
4.4 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.
4.5 Termination for Cause. These Terms, and End User’s rights to use the Pure Skill Subscription terminate immediately if: (a) End User fails to make timely payments for the subscription to Pure or its authorized reseller; (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 the Peak Subscription utilization through the date of termination if the subscription is terminated for cause pursuant to Pure’s uncured material breach as set forth in Section 4.5(c).
4.6 Effect of Termination. Upon any termination or expiration of a subscription, End User shall promptly: (a) discontinue use of the Pure Skill Subscription; and (b) pay all amounts due for the Pure Skill Subscription for the duration of the Service Term, unless terminated for cause pursuant to Section 4.5(c). Notwithstanding anything to the contrary herein, any amounts prepaid through the date of termination are final and non-refundable.
5. FEE STRUCTURE AND INVOICING. End User shall pay Pure or its authorized reseller the annual subscription fees set forth in the applicable quote, upon 45 days from receipt unless otherwise set forth in the applicable quote.
6. TITLE. Pure and its suppliers exclusively retain all right, title, and interest in all content, tangible or intangible that is shared or made part of the Pure Skill Subscription, 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 the Peak Subscription, as described herein. The Pure Skill Subscription remains Pure’s sole and exclusive personal property, and End User shall not encumber, sell, or otherwise dispose of any portion of the Pure Skill Subscription without having received prior written authorization from Pure.
7. DEFINITIONS.
7.1 Service Term: the term of the subscription, as set forth on the applicable quote or order.
7.2 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.