Dell NUTANIX LICENSE AND SERVICES AGREEMENT Owner's Manual and User Guide

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

© Nutanix, Inc. 2018.11.16_Integrated_Agreement 1