Reference Guide

Mexico or Canada; or (b) Nutanix Netherlands, B.V. incorporated and registered

in The Netherlands with its registered office at Scorpius 100, 2132 LR

Hoofddorp, The Netherlands, if the Software was purchased in any other country

((a) and (b) are referred to herein as “Nutanix”).

“Software” means any Nutanix software, library, utility, tool or other computer or

program code, in object (binary) or source-code form provided, directly or

indirectly to You as well as to any copies (whether complete or partial) made by

or on Your behalf, including without limitation firmware. The term “Software”

also includes any updates, upgrades or other new features, functionality or

enhancements to the Software made available directly or indirectly to You.

“Documentation” means any on-line read me, help files, or other explanatory

materials related to the Software.

This Agreement applies to all Software and Documentation made available by

Nutanix to You.

License Grant and Entitlement

. The Software and Documentation are

licensed, not sold, to You by Nutanix. This Agreement confers no title or

ownership and is not a sale of any rights in the Software. Subject to the terms

and conditions of this Agreement, the terms of Your entitlement which

evidences Your authorization to use the Software and the authorized scope of

use of the Software (“Entitlement”), and payment of the purchase price

and/or all fees, You are hereby granted a personal, limited, non-assignable non-

exclusive, non-sublicensable and non-transferable right to run one copy of the

object code version of the Software on one authorized Nutanix system during

the period of the license and for internal business operations only (“Permitted

Use”). The Entitlement shall be specified in writing on the order or

equivalent document issued by Nutanix or the party from whom You have

lawfully acquired the products. The Entitlement shall specify the name of the

product, the number of Licensed Units and the usage level and feature set

authorized. Your Permitted Use is limited to the number of Licensed Units

stated in Your Entitlement. “Licensed Unit” means the unit of measure by

which Your use of Software is licensed, as described in Your Entitlement. If

You have multiple Licensed Units, You may install and use as many copies of

the Software as You have Licensed Units, in each case, on an authorized

Nutanix system and only as permitted herein. Use of the Software outside the

scope of Your Entitlement is unauthorized and shall constitute a material

breach of this Agreement and void the warranty and/or support obligations of

which You may otherwise be entitled. You agree to use Your best efforts to

prevent and protect the contents of the Software and Documentation from