Dell XC720XD User Manual

Nutanix End User License Agreement

BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE
YOU AGREE TO THE TERMS AND CONDITIONS OF THIS END USER
LICENSE AGREEMENT (THE "AGREEMENT
YOU ARE BOUND BY AND ARE A PARTY TO THIS AGREEMENT. YOU
WARRANT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND
THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO
CONTRACTS. YOUR USE OF THE SOFTWARE IS EXPRESSLY
CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY
NOT INSTALL OR USE THE SOFTWARE.

About this Agreement

This Agreement applies to all Software and Documentation made available by
Nutanix, Inc. ("Nutanix") to you. "Software" means the Nutanix software product
which requires acceptance of this Agreement, and any copies made by or on your
behalf, in object code format, including without limitation firmware. The term
"Software" also includes any updates, upgrades or other new features,
functionality or enhancements to the Software made available to you.
"Documentation" means any on-line read me, help files, or other related
explanatory materials that accompany the Software.

1

License Grant and Entitlement

licensed, not sold, to you by Nutanix. Subject to the terms and conditions of
this Agreement and the terms of your entitlement which evidences your
authorization to use the Software and the authorized scope of use of the
Software (“Entitlement”), including payment of the purchase price and/or all
fees, you are hereby granted a personal, limited, non-exclusive, non­sublicensable and non-transferable right to run one copy of the object code
version of the Software (which Software may be activated by a license key) on
one authorized Nutanix system for internal use and non-commercial purposes
only (“Permitted Use”). The Entitlement shall be specified in writing on the
order or equivalent document issued by Nutanix or the party via whom you

: The Software and Documentation are

") AND YOU AGREE THAT

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 EULA 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 unauthorized
disclosure or use. Nutanix and its licensors reserve all rights, including but not
limited to ownership and intellectual property rights, not expressly granted to
you. Nutanix’s licensors are the intended third party beneficiaries of this
Agreement and have the express right to rely upon and directly enforce the
terms set forth herein. There are no implied licenses granted by Nutanix under
this Agreement. Except as specified above, you shall have no rights to the
Software.

2

Use

2.1

Limitation on Use

except as permitted in the Entitlement and this Agreement. Except with
Nutanix’s prior written consent, you may not:(i) alter, modify or create
any derivative works of the Software, the underlying source code, or the
Documentation in any way, including without limitation customization,
translation or localization; (ii) port, reverse compile, reverse assemble,
reverse engineer, or otherwise attempt to separate any of the components
of the Software or derive the source code for the Software (except to the
extent applicable laws specifically prohibit such restriction, in which case
you agree to provide Nutanix with at least ninety (90) days advance
written notice of your belief that such action is warranted and permitted,
and provided that you give Nutanix the opportunity to determine if such
action is warranted under the law); (iii) copy, redistribute, encumber, sell,
rent, lease, license, sublicense, or otherwise transfer rights to the Software
or Documentation; (iv) remove or alter any trademark, logo, copyright or
other proprietary notices, legends, symbols or labels in the Software or
Documentation; (v) block, disable or otherwise affect any advertising,
advertisement banner window, links to other sites and services, or other

: You may not use the Software or Documentation

features that constitute an integral part of the Software. You may not
release the results of any performance or functional evaluation of any of
the Software to any third party without prior written approval of Nutanix
for each such release. You may not cause or permit any third party to do
any of the foregoing.

2.2

Third Party Software

copyrighted software of Nutanix’s suppliers which are obtained under a
license from such suppliers (“Third Party Software”). All third party
licensors and suppliers retain all right, title and interest in and to such
Third Party Software and all copies thereof, including all copyright and
other intellectual property rights. Your use of any Third Party Software
shall be subject to, and you shall comply with, the terms and conditions of
this Agreement, and the applicable restrictions and other terms and
conditions set forth in any Third Party Software documentation or printed
materials, including without limitation an end user license agreement.
Copyright notices and licensing terms and conditions applicable to the
Third Party Software are available for review with the Software
documentation on the Nutanix Support site at

www.nutanix.com/support.

3

Proprietary Rights

Nutanix or its licensors. You agree that you neither own nor hereby acquire any
claim or right of ownership to the Software and Documentation or to any
related patents, copyrights, trademarks or other intellectual property,
including all modifications and derivative works of any of the foregoing.
Nutanix and its licensors retain all right, title and interest in and to all copies
of the Documentation and the Software at all times, regardless of the form or
media in or on which the original or other copies may subsequently exist. This
license is not a sale of the original or any subsequent copy. The Software and
Documentation are protected by copyright and other intellectual property
laws and by international treaties. You may not make any copies of the
Software except for your own personal use. Any and all other copies of the
Software or Documentation made by you are in violation of this license. All
content accessed through the Software is the property of the applicable
content owner and may be protected by applicable copyright law. This license
gives you no rights to such content. All trademarks used in connection with
the Software and Documentation are owned by Nutanix, its affiliates and/or
its licensors and other suppliers, and no license to use any such trademarks is

: You acknowledge that the Software may contain

: You acknowledge and agree that the Software belongs to

provided hereunder. All suggestions or feedback provided by you to Nutanix
with respect to the Software shall be Nutanix’s property and deemed
Confidential Information of Nutanix.

4

Support

the Support Terms and Conditions, which may be found at

www.nutanix.com/support

5

Term and Term ina tio n

and Documentation may be terminated by you at any time upon written
notice. This Agreement automatically terminates if you or any of your
employees or consultants fail to comply with its terms and
conditions.Immediately upon termination of this Agreement for any reason,
all rights granted to you hereunder will cease and you shall return or destroy all
copies of the Software and Documentation in your possession, custody or
control and if requested you shall certify to Nutanix in writing that such
return or destruction has occurred. The following sections of this Agreement
survive any expiration or termination hereof: 6, 7, 9, 10 and 13.

6

NO WARRANTY

WARRANTIES DOCUMENTATION, YOU AGREE THAT THE
SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND
THAT COMPANY AND ITS LICENSORS MAKE NO OTHER
WARRANTY AS TO THE SOFTWARE OR DOCUMENTATION,
INCLUDING WITHOUT LIMITATION UNINTERRUPTED USE,
ACCURACY, AND DATA LOSS. COMPANY AND ITS LICENSORS
DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A
PARTICULAR PURPOSE (EVEN IF COMPANY KNOWS OR SHOULD
HAVE KNOW OF SUCH PURPOSE), RELATED TO THE SOFTWARE
OR DOCUMENTATION, ITS USE OR ANY INABILITY TO USE IT, THE
RESULTS OF ITS USE AND THIS AGREEMENT. COMPANY AND ITS
LICENSORS DO NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTATION OR ANY RESULTS OF USE THEREOF WILL BE
FREE OF DEFECTS, ERRORS OR VIRUSES, RELIABLE OR ABLE TO
OPERATE ON AN UNINTERRUPTED BASIS OR IN A PARTICULAR
ENVIRONMENT OR THAT ERRORS THEREIN, IF ANY, WILL BE
CORRECTED.

: Nutanix’s support obligations for the Software, if any, are set forth in

.

: This Agreement and your right to use the Software

: EXCEPT AS PROVIDED IN THE NUTANIX LIMITED

7

LIMITATION OF LIABILITY

PERMITTED BY LAW, NUTANIX AND ITS LICENSORS SHALL NOT BE
LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT
(INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE
THEORY, ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
EXEMPLARY, INCIDENTAL DAMAGES, EVEN IF COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE
THAT YOU SHALL HAVE THE SOLE RESPONSIBILITY FOR
PROTECTING YOUR DATA, BY PERIODIC BACKUP OR OTHERWISE,
USED IN CONNECTION WITH THE SOFTWARE. IN ANY CASE,
COMPANY’S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY
UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE THE
REPLACEMENT OF THE SOFTWARE FOUND TO BE DEFECTIVE,
WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED
BY THE NEGLIGENCE OF COMPANY TO THE EXTENT APPLICABLE
LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.

8

Infringement

party action against you to the extent based upon a claim that the Software
infringes any copyright or trademark or misappropriates any trade secret, and
will pay such damages or costs as are finally awarded against you attributable
to such claim, provided that you (i) notify Nutanix promptly in writing of any
such action, (ii) give Nutanix sole control of the defense and/or settlement of
such action, and (iii) give Nutanix all reasonable information and assistance,
and (iv) are not in material breach of this Agreement. Should the Software
become, or in the opinion of Nutanix be likely to become, the subject of such
an infringement claim, Nutanix may replace or modify, in whole or in part, the
Software to make it non-infringing. Nutanix assumes no liability hereunder
for: (i) any method or process in which the Software may be used; (ii) its
compliance with your specifically requested specifications; (iii) use of software
other than a current unaltered release of the Software; (iv) the combination,
operation or use of the Software with non-Nutanix products or services; or (v)
use of any older version of the Software when the use of a newer release of the
Software made available to you would have avoided the infringement, and you
shall indemnify and hold harmless Nutanix and its officers, directors,
employees, agents, successors and assigns against any damages, losses, and
expenses (including reasonable attorneys’ fees) arising from any third-party
action to the extent based upon a claim that the Software infringes any

: Nutanix shall defend or settle, at its own expense, any third-

: TO THE FULLEST EXTENT

copyright or trademark or misappropriates any trade secret due to any of the
foregoing factors, and shall give Nutanix all reasonable information and
assistance regarding such claim.

THIS SECTION 8 SETS FORTH NUTANIX’S ENTIRE LIABILITY AND
OBLIGATION AND YOUR SOLE REMEDY FOR ANY CLAIM OF
INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

9

Confidentiality

Documentation and all other information disclosed to you that Nutanix
characterizes as confidential at the time of its disclosure either in writing or
orally, except for information which you can demonstrate: (a) is previously
rightfully known to you without restriction on disclosure; (b) is or becomes,
from no act or failure to act on your part, generally known in the relevant
industry or public domain; (c) is disclosed to you by a third party as a matter
of right and without restriction on disclosure; or (d) is independently
developed by you without access to the Confidential Information. You shall
use your best efforts to preserve and protect the confidentiality of the
Confidential Information at all times, both during the term hereof and for a
period of at least 3 years after termination of this Agreement, provided,
however, that any source code you receive shall be held in confidence in
perpetuity. You shall not disclose, disseminate or otherwise publish or
communicate Confidential Information to any person, firm, corporation or
other third party without the prior written consent of Nutanix. You shall not
use any Confidential Information other than in the course of the activities
permitted hereunder. You shall notify Nutanix in writing immediately upon
discovery of any unauthorized use or disclosure of Confidential Information or
any other breach of this Agreement, and will cooperate with Nutanix in every
reasonable way to regain possession of Confidential Information and prevent
any further unauthorized use. If you are legally compelled to disclose any of
the Confidential Information, then, prior to such disclosure, you will (i)
immediately notify Nutanix prior to such disclosure to allow Nutanix an
opportunity to contest the disclosure, (ii) assert the privileged and
confidential nature of the Confidential Information, and (iii) cooperate fully
with Nutanix in protecting against any such disclosure and/or obtaining a
protective order narrowing the scope of such disclosure and/or use of the
Confidential Information. In the event such protection is not obtained, you
shall disclose the Confidential Information only to the extent necessary to
comply with the applicable legal requirements.

: “Confidential Information” shall mean the Software and

10

Injunctive Relief

breach of this Agreement shall cause Nutanix irreparable damage for which
recovery of money damages would be inadequate and that Nutanix therefore
may obtain timely injunctive relief to protect its rights under this Agreement
in addition to any and all other remedies available at law or in equity.

11

Export Controls

information and technology may not be downloaded or otherwise exported or
re-exported (i) into (or to a national or resident of) any country to which the
U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury
Department’s list of Specially Designated Nationals or the U.S. Commerce
Department’s Table of Deny Orders. By downloading or using the Software
and/or Documentation, you are agreeing to the foregoing and you represent
and warrant that you are not located in, under the control of, or a national or
resident of any such country or on any such list and you agree to comply with
all export laws and other applicable laws.

12

U.S. Government End Users

developed by private financing and constitute “Commercial Items”, as that
term is defined at 48 C.F.R. §2.101. The Software consists of “Commercial
Computer Software” and “Commercial Computer Software Documentation”,
as such terms are used in 48 C.F.R. §12.212. Consistent with 48 C.F.R. §12.212
and 48 C.F.R. §227.7202-1 through 227.7202-4, all U.S. Government End
Users acquire only those rights in the Software and the Documentation that
are specifically provided by this Agreement. Consistent with 48 C.F.R.

§12.211, all U.S. Government End Users acquire only technical data and the
rights in that data customarily as specifically provided in this Agreement.

13

Miscellaneous

Conditions, which may be found at www.nutanix.com/schedules, and may
only be modified by a written amendment signed by an authorized executive
of Nutanix. Capitalized terms not defined herein shall have the meaning set
forth in the Purchase Terms and Conditions. (b) Except to the extent
applicable law, if any, provides otherwise, this Agreement shall be governed by
the laws of California, U.S.A., excluding its conflict of law provisions. (c) You
expressly agree that jurisdiction for any claim or dispute arising from the use
of the Nutanix Software resides in the federal and state courts situated in the
Santa Clara County, California, U.S.A., and you consent to the personal
jurisdiction thereof. (d) This Agreement shall not be governed by the United
Nations Convention on Contracts for the International Sale of Goods. (e) If
any part of this Agreement is held invalid or unenforceable, that part shall be

: You acknowledge and agree that your breach or threatened

: The Software and Documentation and the underlying

: The Software and Documentation each were

: (a) This Agreement is a part of the Purchase Terms and

construed to reflect the parties’ original intent, and the remaining portions
remain in full force and effect, or Nutanix may at its option terminate this
Agreement. (f) 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. (g) 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. (h) You may not
assign or otherwise transfer by operation of law or otherwise this Agreement or
any rights or obligations herein. Nutanix may assign this Agreement to any
person or entity at its sole discretion. (i) This Agreement shall be binding
upon and shall inure to the benefit of the parties, their successors and
permitted assigns.

14

User Outside the U.S

: If you are using the Software or Documentation
outside the U.S.A., then the following shall apply: (a) You confirm that this
Agreement and all related documentation is and will be in the English
language; (b) you are responsible for complying with any local laws in your
jurisdiction which might impact your right to import, export or use the
Software and Documentation, and you represent that you have complied with
any regulations or registration procedures required by applicable law to make
this license enforceable.

____________________

Copyright © 2014 Dell Inc. All rights reserved. This product is protected by U.S. and international

copyright and intellectual property laws. Dell™ and the Dell logo are trademarks of Dell Inc. in

the United States and/or other jurisdictions. All other marks and names mentioned herein may be

trademarks of their respective companies.
2014–11 9M4X4 A00