The end customer represents that it has not and will not violate any applicable laws in relation to the Promotion. Further, the end customer represents and warrants that it has not and will not violate any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, in relation to the promotion. The end customer represents and warrants that no entity has offered or provided anything of value to the end customer’s employees to improperly influence this deal.
The end customer represents and warrants that it has not and will not violate any applicable trade sanctions and import/export control laws and regulations of any country in relation to this Promotion. Any imposition of sanctions or export controls that prevents Nutanix from performing under this Promotion shall be considered a Force Majeure.
Nothing in this promotion shall be construed as a grant to either party of any ownership or other interest in any copyrights, patents, trademarks, know-how, inventions, trade secrets and registrations and applications for the registration thereof (“Intellectual Property”) of the other.
The Nutanix Privacy Statement applicable to this Promotion can be viewed at: https://www.nutanix.com/legal/privacy-statement. The statement describes the information that we gather.
By end customer’s participation in the above-referenced promotion, and by your acceptance of any funds, gifts, gratuities, rebates, prizes or any item of value commensurate with this promotion, end customer represents, warrants and affirms to Nutanix that neither end customer’s organization or any person employed therewith is now or at any other applicable time engaged with the end customer in any type of consultative, fiduciary or advisory capacity concerning technology procurement, and further, neither end customer’s organization or any individual employed therewith has or shall at any applicable time received or will receive any monetary or other forms of compensation from the end customer in exchange for any such aforementioned activity. End customer agrees to fully indemnify and defend Nutanix, its agents, employees, officers and directors, against any claims, suits, expenses, fees, fines, liens or costs that any such person may incur as a result of any violation of this provision.
Nutanix shall not be liable for any loss of profits or for special, consequential, incidental, indirect, reliance, punitive or exemplary damages, either in contract or tort, whether or not the possibility of such damages was disclosed to or could have been reasonably foreseen by Nutanix.
Nutanix will not be liable for performance delays or for nonperformance due to causes beyond our reasonable control.
Each party is responsible for its own income taxes or taxes based upon gross revenues, including, but not limited to, business and occupation taxes.
End Customer and its personnel will keep confidential the terms of its participation in the Promotion and all non-public and proprietary Nutanix information and material which has been marked or identified as confidential or proprietary, or by the nature of circumstances surrounding the disclosure, a reasonable person would deem the information to be confidential information (“Confidential Information”), and will not disclose such Confidential Information except to the extent required by law after giving reasonable notice to Nutanix, if permitted by law. Confidential Information includes, but is not limited to the terms of end customer’s participation in the Promotion, Personal Data, trade secrets, know-how, product roadmap, source code, software, product and technology-related information, customer lists, financial information, sales, marketing, and business plans. Under this Promotion, end customer may obtain from Nutanix certain information relating to identified or identifiable individuals (“Personal Data”), and such Personal Data shall be considered Nutanix Confidential Information. End customer shall have no right, title or interest in Confidential Information obtained by it under this Agreement. In the event end customer has access to Personal Data, the parties hereby agree and incorporate by reference the 2010/87/EU Model Clauses and the related Data Security Requirements as defined in Section 10, until the Parties execute a Data Processing Addendum (“DPA”), at which point the DPA shall control. If end customer provides Nutanix with any data relating to identified or identifiable individuals, end customer represents and warrants on an ongoing basis that: (1) it fairly and lawfully gathered the data (including, without limitation, names, email address, phone numbers, titles, or any indirectly or directly identifying data) being provided to Nutanix for marketing purposes (“List Data”); (2) it will disclose to Nutanix if end customer has not obtained consent from each individual whose personal information is included in the List Data to be provided to Nutanix to (a) share the List Data with Nutanix, or (b) allow Nutanix to use the List Data for its marketing purpose, (3) end customer has all the rights, permissions and authorizations necessary to provide the List Data to Nutanix, and (4) it complies with the 2010/87/EU Model Clauses if incorporated by reference and agrees to execute all documents required by Nutanix for compliance purposes. In the event of an investigation by a data protection regulator or similar authority regarding Personal Data, end customer shall provide Nutanix with reasonable assistance and support, including, where necessary, access to end customer’s premises to the extent needed to respond to such investigation. In the event that end customer is unable to comply with the obligations stated in this Promotion, Seller shall promptly notify Nutanix, engage a third party audit services provider at end customer’s cost to retrieve any needed information or complete any required compliance actions for Nutanix, and Nutanix may do one or more of the following: (i) suspend the transfer of Personal Data to end customer; (ii) require end customer to cease processing Personal Data; (iii) demand the return or destruction of Personal Data; or (iv) immediately terminate this Promotion. Upon termination of this Promotion for any reason, end customer shall promptly contact Nutanix for instructions regarding the return, destruction or other appropriate action with regard to Personal Data. This clause supplements but does not replace any existing non-disclosure agreement by the parties, which is hereby incorporated by reference.
This Promotion is not available in any country or territory prohibiting the offering of the Promotion.
Nutanix is not responsible for any incorrect or inaccurate information associated with or utilized in the Promotion.
Any delay or omission by Nutanix in enforcing its rights under or fulfilling any Promotion requirements shall not be interpreted as a waiver of such right or requirement. Nutanix will not be liable for performance delays or for nonperformance due to causes beyond our reasonable control.
By end customer’s participation in the Promotion, and by end customer’s acceptance of any funds, gifts, gratuities, rebates, prizes or any item of value commensurate with this promotion, end customer represents, warrants and affirms to Nutanix that neither end customer’s organization or any person employed therewith is now or at any other applicable time engaged with the Nutanix end user customer in any type of consultative, fiduciary or advisory capacity concerning technology procurement, and further, neither end customer’s organization or any individual employed therewith has or shall at any applicable time received or will receive any monetary or other form of compensation from the Nutanix end user in exchange for any such aforementioned activity. End customer agrees to fully indemnify and defend Nutanix, its agents, employees, officers and directors, against any and all claims, suits, expenses, fees, fines, liens or costs that any such person may incur as a result of any violation of this provision.
This Promotion is governed by the laws of the State of California and any dispute concerning the Promotion will be resolved exclusively in the courts of Santa Clara County, California.
Nutanix, Inc.’s distributors and resellers (Partners) are independent contractors. Partner decisions regarding product, service and support costs are outside of Nutanix’s control. Those Partners are not an agent, broker, or legal representative of Nutanix and are solely responsible for their statements, representations, or warranties regarding Nutanix’s products and services, including regarding their merchantability and fitness for a particular purpose.
While Nutanix provides guidance and recommendations regarding Partner interactions with existing and potential customers, we cannot be responsible for Partners statements, representations and warranties, or product or services pricing decisions. Customer acknowledges that any information or documentation not authored by Nutanix regarding the company, its products and services is provided solely for customer’s convenience and Nutanix makes no representations as to the accuracy or completeness of such information.
EXCEPT AS OTHERWISE PROVIDED IN NUTANIX DOCUMENTATION, NEITHER NUTANIX NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES SHALL BE LIABLE FOR AND EXPRESSLY DISCLAIM THE ACCURACY OF ANY PARTNER STATEMENTS, REPRESENTATIONS, WARRANTIES, OR PRICING DECISIONS, OR FOR ANY MISTAKES OR OMISSIONS, OR FOR THE CUSTOMER’S FAILURE TO INVESTIGATE THE CIRCUMSTANCES OF ANY TRANSACTION, NOR SHALL NUTANIX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE BOUND IN ANY MANNER BY ANY PARTNER VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR CLAIMS.
The representations and warranties expressly set forth in Nutanix documentation are the only representations and warranties made by Nutanix regarding its products and services. Before the customer makes any decision regarding those products and services, it should ensure that it has carefully read and understands the circumstances of the transaction and has had the opportunity to ask questions and/or seek the advice of independent experts.
Customer acknowledges and agrees it has not relied upon any statement, representation, warranty, or agreement except for those expressly contained in the written agreement(s) between Nutanix and the customer to which Nutanix is legally bound.
© 2024 Nutanix, Inc. All rights reserved. Nutanix and the Nutanix logo are trademarks of Nutanix, Inc. registered or pending registration in the United States and other countries. Nutanix, Inc. is not affiliated with VMware by Broadcom or Broadcom. VMware is a registered trademark of Broadcom in the United States and other territories. Other brand names are mentioned for information purposes only and may be the trademarks of their respective sources.