Reference Guide

Furthermore, You agree not to resell, transfer, or re-export products without

prior authorization from Nutanix or the U.S. government to any military

entity of: Albania, Armenia, Azerbaijan, Belarus, Cambodia, China (PRC),

Georgia, Iraq, Kazakhstan, Kyrgyzstan, Laos, Macau, Moldova, Mongolian

P.R., Russia, Tajikistan, Turkmenistan, Uzbekistan, Ukraine, Vietnam.

Governing Law

. To the extent permitted by applicable law, this Agreement is

governed by and construed in accordance with the substantive laws of either:

(a) the State of California, U.S.A. if You first took delivery of the Software in

the United States, Mexico or Canada and You expressly and irrevocably agrees

and submits to the exclusive jurisdiction of the federal and state courts

located in Santa Clara County, California, U.S.A.; or (b) England if You first

took delivery of the Software outside of the United States, Mexico or Canada,

and You expressly and irrevocably agrees and submits to the exclusive

jurisdiction of the English courts. This Agreement will not be governed by the

conflict of laws rules of any jurisdiction or the U.N. Convention on Contracts

for the International Sale of Goods, the application of which is expressly

excluded.

Miscellaneous

. If any part of this Agreement is held invalid or unenforceable,

that part shall be construed to reflect the parties’ original intent, and the

remaining portions remain in full force and effect. The controlling language of

this Agreement is English. If You have received a translation into another

language, it has been provided for Your convenience only. A waiver by either

party of any term or condition of this Agreement or any breach thereof, in any

one instance, shall not waive such term or condition or any subsequent breach

thereof. You may not assign, delegate any performance, or otherwise transfer

by operation of law or otherwise this Agreement or any rights or obligations

herein. You agree not to copy, sell, give or assign the Software or any part

thereof to a third party. Nutanix may assign this Agreement to any person or

entity at its sole discretion. You represent and warrant that the performance of

any activities contemplated by this Agreement do not and shall not conflict

with any other agreement or obligation to which You are a party or by which

You are bound. This Agreement shall be binding upon and shall inure to the

benefit of the Parties, their successors and permitted assigns. This Agreement

constitutes the entire and sole agreement between You and Nutanix with

respect to the Software and Documentation and supersedes all prior and

contemporaneous agreements relating to the Software and Documentation,

whether oral or written (including any inconsistent terms contained in a

purchase order). If You are found to have breached Section 2 or Section 10 of