These Everpure Data Intelligence Terms of Use (“Everpure Data Intelligence Terms”), apply to the provision of any Everpure Data Intelligence branded products (collectively, the “Everpure Data Intelligence Product”).

1. LICENSE GRANT. End User may purchase a Term-Based Software License, whereby subject to End User’s compliance with Section 1.2 of these Everpure Data Intelligence Terms, Everpure grants End User and any third party that End User authorizes to perform services involving the Software solely for End User’s benefit, a non-transferable, non-sublicensable, non-exclusive license to use the Software during the Service Term, and subject to the Reserve Commitment of Licensed TBs allotment, as set forth in the applicable order, in executable object code format only, solely for End User’s internal use, and solely for use in accordance with the Documentation.

1.2 ADDITIONAL LICENSED TBs. Everpure will monitor the number of Licensed TBs associated with each Term-Based Software License and ensure the End-User has access to the same usage metering data. Everpure will contact the End User if usage materially exceeds the contracted quantity of Licensed TBs during any three consecutive months of the Service Term, to increase End User’s contracted quantity of License TBs for the remainder of the applicable Service Term. End User is exclusively responsible for its consumption of Licensed TBs and compliance with licensing requirements in these Terms. As such, End-User will notify Everpure or the Partner promptly if it materially exceeds the purchased Licensed TBs and work with Partner and Everpure to increase its Licensed TBs for the rest of the Term.

1.3 METERING DATA REQUIRED. Everpure’s receipt of metering data is an integral component of delivering Term-Based Software Licenses. Therefore, End User shall ensure that Everpure's ability to receive metering data is enabled at all times. Notwithstanding any other rights or remedies available to Everpure, Everpure reserves the right to exercise any of the following remedies if the metering of data is not enabled at any time during the Service Term: (a) Everpure may request and End User shall promptly provide Everpure, a written report that includes reasonable detail of End User’s consumption usage including hourly usage; or (b) upon 15 days’ prior notice, Everpure may suspend or terminate End User’s Software license. End User acknowledges and agrees that the Software licenses may expire or be suspended as a result of End User’s failure to enable the metering data feature. Such expiration or suspension of the software license shall not constitute a breach by Everpure under these Everpure Data Intelligence Terms.

1.4 INVOICING. Term-Based Software Licenses are billed in advance during the Service Term.

2. ORDERS. All orders are subject to Everpure’s written acceptance. Except as set forth in these Everpure Data Intelligence Terms, all orders are non-cancellable and non-refundable.

3. PRODUCT DATA. Everpure may accumulate and aggregate certain anonymous statistical and related data in order to improve the performance and functionality of its software, to develop new products or software, or to analyze the usage of the Software. Everpure may use aggregated anonymous data for such purposes as Everpure, in its sole discretion, deems to be appropriate.

4. Usage Data. End User agrees that Everpure may, to the extent permitted by law, receive and use certain usage data collected in connection with the software licensed under these Everpure Data Intelligence Terms, Usage data under this Section is used by Everpure to provide End User with billing and usage information pursuant to these Everpure Data IntelligenceTerms, to improve Everpure product performance and functionality of its products and to develop new products. This data may also be used to evaluate and improve Everpure’s products, for product sales and marketing initiatives (without identifying End User). Such information may be shared with service providers, vendors or agents only for the purpose of performing Services on Everpure’s behalf.

5. AUDIT. Everpure may, at its expense, but no more than once per year for on-site audits, audit End User’s use of the Everpure Data Intelligence Product. Any such audit shall either be conducted by means of remote access from an Everpure location or on-site during regular business hours at End User’s facilities and shall not unreasonably interfere with End User’s business activities.

6. TERMINATION AND RENEWALS.

6.1 Non-Cancellable Purchase. Except as otherwise set forth herein, purchases of the Everpure Data Intelligence Product are non-cancellable upon order acceptance.

6.2 Termination for Cause. Either party may terminate access and license to the Everpure Data Intelligence Product for cause, immediately upon written notice to the other party if (collectively, “For Cause”): (a) the other party materially breaches any of the terms of these Everpure Data Intelligence Terms, and fails to cure that breach within 30 days of its receipt of written notice of that breach; or (b) a party becomes insolvent or makes an assignment of these Everpure Data Intelligence Terms for the benefit of creditors or is the subject of a bankruptcy or similar proceeding. In addition, if End User materially breaches these Everpure Data Intelligence Terms, or fails to pay any undisputed amounts when due, then upon 7 days’ notice, Everpure may suspend the applicable Software licenses until that breach is cured. Any suspension will not affect, or otherwise toll the Service Term or any amounts due for the period of the suspension.

6.3 Renewals and Expansions. Everpure Data Intelligence Product purchases automatically renew for the length of the original Service Term with a valid Purchase Order, and End User will be invoiced accordingly, unless End User provides Everpure and/or its authorized reseller written notice of its intent not to renew at least sixty (60) days prior to the expiration of the then-current Service Term. End User is charged twice the number of Licensed TBs originally contracted regardless of metered usage, if End User continues to use the Everpure Data Intelligence Product after the expiration of the Service Term without renewal.

7. DEFINITIONS.

7.1 Service Term: the term of the subscription, as set forth on the applicable quote or order.

8. GENERAL TERMS. These Everpure Data IntelligenceTerms supplement the Everpure End User Agreement (or other written agreement covering the same subject matter executed by Everpure) for the applicable Software product purchased by End User. Everpure reserves the right to update these Everpure Data Intelligence Terms from time to time, as noted by the “Last Updated” date below.