1. TERMINATION AND RENEWALS.

1.1 Termination for Cause. Either party may terminate any Software license (Term-Based, Consumption-Based, or Pay As-You-Go) 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 Portworx 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 Portworx Terms for the benefit of creditors or is the subject of a bankruptcy or similar proceeding. In addition, if End User materially breaches these Portworx 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.

1.2 Termination for Convenience. End User may terminate the Portworx Terms at any time by (a) providing Everpure 30 days’ prior written notice for any Term-Based, Consumption-Based, or Pay-As-You-Go Software licenses; and (b) paying for all utilization or consumption of the Software through the date of termination. Notwithstanding anything to the contrary, the termination for convenience right under this Section 8.2 and the refund rights under Section 8.3 do not apply to the Portworx Data Services or Portworx Backup-as-a-Service offerings.

1.3 Effect of Termination. End User will receive a pro-rata refund on any prepaid, unused and unexpired portion of: (a) the Service Term as of the date of termination, for all Term-Based Software Licenses; (b) the Reserve Commitment for all Consumption-Based Software Licenses (excluding the Portworx Data Services and Portworx Backup-as-as-Service offerings); or (c) the Monthly Minimum for all Pay-As-You-Go Software Licenses. Upon Everpure or its authorized reseller’s refund of the unused portion of the Reserve Commitment or Monthly Minimum (as applicable), End User is also relieved of any future Reserve Commitment or Monthly Minimum obligations thereunder. Notwithstanding anything to the contrary, all Reserve Commitments for Portworx Data Services and Portworx Back-up-as-a-Service are non-cancelable and non-refundable. End User shall cease using the Software and return or destroy all Everpure Confidential Information. Upon any such termination, any terms, which upon a plain-reading, are intended to survive, shall survive.

2. Non- Renewal. Notwithstanding anything to the contrary in these Portworx Terms or any associated agreement, any Software licenses or subscriptions purchased under these terms are strictly non-renewable. Upon the expiration of the current Service Term, the contract will not automatically renew, and the End User shall have no right to renew the contract under its existing terms. At the time of expiration or scheduled renewal, any continued use of the Software or services will require the End User to transition and move over to Everpure’s then-current new SKUs and product offerings under a separate, newly executed agreement.

3. GENERAL TERMS. These Portworx Terms 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 Portworx Terms from time to time, as noted by the “Last Updated” date below.