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NUTANIX LICENSE AND SERVICES AGREEMENT

Thank you for choosing to work with Nutanix. We look forward to a long and mutually beneficial relationship with your organization. This

Agreement is entered into between Nutanix, Inc., Nutanix Netherlands B.V. and, as applicable, their affiliates (“Us”, “We” or “Our”) and your

organization (“You or “Your”) and is effective as of the date signed or accepted by You. This Agreement will allow You to license on-premise

software, procure internet-based software-as-a-service, as well as support and other professional services any time at Your convenience. It

applies if Your contract: (a) indirectly through an authorised Nutanix partner; or (b) directly with Us, regardless of whether We or a Nutanix

partner charges You for the products and services or not.

1. DEFINITIONS

The following capitalized terms have the following meaning(s):

1.1 “Affiliates” means any corporation or other business entity which controls, is controlled by or is under common control by You through

the ownership of more than fifty percent (50%) of the outstanding voting stock of the controlled corporation or more than fifty percent

(50%) of the equity interests of a non-corporate entity. If You are a public sector entity, an Affiliate is an organization over which You are

required to exercise administrative control by applicable laws or regulations.

1.2 “Cloud Services” means Our branded offerings made available to You via the internet from equipment owned or operated by or for Us.

1.3 “Documentation” means Our operating manuals, user instructions, technical literature and functional materials describing the features

and functions of the Software and Cloud Services made available to You by Us.

1.4 “Entitlement” means Our record of the SKUs, types, quantities and other use metrics of Your purchases from Us. An Entitlement for: (a)

Software, Support Services and Professional Services is provided by Us to You in an order acknowledgement or similar document and (b)

Cloud Services is made available in the Nutanix Billing Center.

1.5 “Nutanix Billing Center” means the online console made available by Us detailing Cloud Services purchased by You

1.6 “Nutanix Partner” means a distributor, reseller or other channel sales participating entity that has been approved by Us and is authorized

to provide products or services to You.

1.7 “Professional Services” means consulting, implementation and training related to the Software and Cloud Services.

1.8 “Software” means: (a) Our Nutanix-branded software specified in the Entitlement; (b) Updates and Upgrades; and (c) tools and utilities

related to Cloud Services.

1.9 “SOW” means a statement of work issued by Us that describes the Professional Services.

1.10 “Support Services” means Our branded offerings described at

https://www.nutanix.com/support-services/product-support/product-

support-programs/, as may be updated from time to time.

1.11 “Updates” and “Upgrades” means minor and major releases of the Software provided as part of the Support Services.

2. CONTRACT APPROVAL

By clicking the “ACCEPT” button when downloading or installing the Software or by copying, accessing or using the Software, Documentation,

Cloud Services, or Support Services and Professional Services, as applicable; or by issuing a purchase order that references this Agreement,

You agree that this Agreement governs Your use of the Software and Documentation, receipt of the Cloud Services, Support Services and

Professional Services.

3. ENTITLEMENT

We shall generate an Entitlement for: (a) Software, Support Services and Professional Services on booking the applicable purchase order

placed by a Nutanix Partner or You with Us, as applicable; and (b) Cloud Services on booking a purchase order as specified in 3(a) or receipt

of an online order via the Nutanix Billing Center.

4. SOFTWARE LICENSE AND USE

4.1 License Grant. You are granted a personal, non-exclusive, non-transferable, worldwide, limited and revocable license to install and use

the Software specified in the Entitlement for Your internal business purposes only. You may use the Documentation in support of Your use

of the Software. The Software licenses are either (i) node-locked to specific hardware and granted for the life of that hardware, or (ii)

independent of hardware and granted for a specific term.

4.2 Delivery. Delivery of Software occurs when We make an enabling key available to You or when We otherwise make the Software available

to You for download and use.

4.3 Acceptable Use. Without Our prior written consent, You agree not to: (a) use the Software or Documentation in breach of the Entitlement

or this Agreement; (b) transfer, resell or otherwise use Software or Documentation in a service bureau, commercial hosting service or any

similar capacity (unless explicitly permitted in the Entitlement); (c) publish the results of any Software benchmark tests or competitive

analysis; (d) attempt to gain access to the source code or other proprietary portions of the Software; (e) transfer or use any node-locked

Software to hardware other than that on which it was originally installed or use it with grey-market hardware; (f) modify, adapt or create a

derivative work of the Software or Documentation; or (g) remove, conceal or alter any product identification, copyright or other proprietary

notices in the Software or Documentation.

5. CLOUD SERVICES

5.1 Access. If You procure Cloud Services, You receive a non-exclusive, non-transferable right to access and use the Cloud Services specified

in the Entitlement. To the extent that the Cloud Services require You to download and install any Software, use of that Software shall be

subject to the terms of this Agreement. Geographic limitations may apply to the Cloud Services, as specified in the Documentation.

5.2 Credentials. Once We provide You with the means of creating credentials to access and use the Cloud Services, it is Your sole

responsibility to provision and control the credentials of Your employees, agents, contractors and other users of the Cloud Services

(“User(s)”). You agree to implement best practices with respect to such controls and notify Us immediately of any suspected or actual

misuse or compromise of User credentials.

5.3. Content. The Cloud Services provide the ability to use, access, load, store, manage or monitor: (a) data belonging to You or third parties;

and (b) third-party software, applications and computing environments services, content, data and websites provided in connection with

the Cloud Services, including via the Nutanix Marketplace at https://portal.nutanix.com

(collectively, “Your Content”). Use of Your Content

is governed exclusively by separate agreements between You and those third parties providing Your Content. It is Your responsibility to

secure and maintain all rights in Your Content necessary for Us to legally provide the Cloud Services.

5.4 Acceptable Use. Without Our prior written consent, You shall not, and shall not enable anyone else to use the Cloud Services: (a) in

breach of the Entitlement or this Agreement; or (b) as an application services provider, service bureau, commercial hosting service or similar

capacity. You shall not use the Cloud Services to: (a) transmit or store any content that may pose threats or otherwise engage in any conduct

that may disrupt the operation of the Cloud Services or interfere with any third-party; (b) manage specifically regulated data, including, but

Summary of content (5 pages)

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NUTANIX LICENSE AND SERVICES AGREEMENT Thank you for choosing to work with Nutanix. We look forward to a long and mutually beneficial relationship with your organization. This Agreement is entered into between Nutanix, Inc., Nutanix Netherlands B.V. and, as applicable, their affiliates (“Us”, “We” or “Our”) and your organization (“You or “Your”) and is effective as of the date signed or accepted by You.
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not limited to data subject to the Health Insurance Portability and Accountability Act, Basel II, Graham Leach Bliley and Payment Card Industry regulations; (c) perform performance tests, benchmarking or any competitive analysis; (d) conduct any abusive, harassing, slanderous, fraudulent, illegal , obscene, defamatory, immoral, objectionable or harmful activity; or (e) violate any laws or third-party rights, including any intellectual property rights, personal data and privacy rights; or (f) conduct, direct
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redemption. Balances can be pooled toward a single redemption and may be purchased upfront. You don’t have to select in advance the Professional Services against which FlexCredits are to be redeemed. 10.5 Taxes and Duties. You are solely responsible for the payment of taxes, fees, duties and charges and all related penalties and interest that arise from utilization of or provision of the Software, Cloud Services, Support Services and Professional Services.
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14. CONFIDENTIALITY 14.1 General. “Confidential Information” means any information disclosed by one party to the other party in connection with this Agreement that is marked “confidential” or “proprietary” at the time of disclosure; if disclosed orally or visually, is designated “confidential” or “proprietary” at the time of disclosure; or (c) by its nature or the circumstances surrounding its disclosure or content should be considered confidential or proprietary to a reasonable recipient.
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18. MISCELLANEOUS 18.1 Affiliates and Service Providers. The Software, Documentation, Cloud Services, Support Services and deliverables provided as part of the Professional Services may be used by Your Affiliates and service providers acting on Your behalf, provided that they comply with the terms of this Agreement. You remain liable for the any breach of this Agreement by any Affiliate or service provider. 18.2 Audit.