Nutanix License and Services Agreement
改訂のお知らせ

変更箇所	旧	新
2022年7月1日付でNutanix License and Services Agreementを改訂いたしました。改訂の詳細は以下の新旧対照表の通りです。
頭書 1文目	This Nutanix License and Services Agreement (“Agreement”) governs Your receipt and use of any Products (as defined below) and becomes effective when you (a) issue a purchase order for the Products; (b) click the “ACCEPT” button when downloading, or installing the Software; or (c) access or use the Software or Cloud Services. … You represent and warrant that You have the authority to enter into this Agreement on behalf of Your organization.	This Nutanix License and Services Agreement (“Agreement”) governs Your receipt and use of any Products (as defined below) and becomes effective when you (a) issue a purchase order for the Products; (b) accept this Agreement, including by signature, clickthrough, or other acceptance mechanisms; or (c) access, download, install, or use the Software or Cloud Services. … You represent and warrant that you have the authority to enter into this Agreement on behalf of Your organization.
1.2条	“Certified Hardware” means computer equipment that has been approved and certified by Us as interoperable with Our Software.	“Certified Hardware” means computer equipment that has been approved and certified by Us as interoperable with Our Software or Cloud Services.
1.4条	“Documentation” means Our operating manuals and technical literature describing the features, functions, certifications and other characteristics of the Software and Cloud Services.	“Documentation” means the information provided by Nutanix about Our Products found in the documentation section of the Portal (https://portal.nutanix.com/page/documents/list?type=software).
1.9条	“Partner” means any entity that is authorized by Us to distribute, resell, act as a service provider or otherwise provide Our Products to You.	“Partner” means any entity that is authorized by Us to distribute, resell, act as a Service Provider or otherwise provide Our Products to You.
1.20条	“Support Policies” means Our Software End of Life Policy, Our Versioning and Compatibility Matrix, Our extended Support Policy, Our Third Party Hardware and Software Policy and Our Return Material Authorization Policy, which can be found at https://www.nutanix.com/support-services/product- support/policies.https://www.nutanix.com/support-services/product-support/policies.	“Support Policies” means Our Software End of Life (EOL) Policy, Our Versioning & Compatibility Matrix, Our Extended Support Policy, Our Third Party Hardware and Software Policy and Our Return Material Authorization Policy, which can be found at https://www.nutanix.com/support-services/product- support/policies.https://www.nutanix.com/support-services/product-support/policies.
1.25条	“Your Content” means any data, software, applications, content, websites, platforms and services that You introduce into or otherwise use in connection with the Products.	“Your Content” means any data, software, applications, content, platforms and services that You introduce into the Products.
2.1条 2文目	Subject to Section 13 “Term and Termination”, the licenses for the Software and its Documentation expire when the: (a) subscription term ends in the case of Term Based Licenses;	Subject to Section 13 “Term and Termination”, the licenses for the Software and its Documentation expire when the: (a) Subscription Term ends in the case of Term Based Licenses;
2.2条	…(e) install or use the Software on (i) any hardware other than Certified Hardware and certified public cloud bare metal offerings; or (ii)…(g) modify, adapt or create a derivative work of the Software or Documentation; (h) …or; (j) use the Products after the expiration of a Term.	…(e) install or use the Software on (i) any hardware other than Certified Hardware and Nutanix authorized public cloud-based service offerings; or (ii)…(g) modify, adapt or create a derivative work of the Software or Documentation; or (h)…or; (j) use the Products after the expiration of a Subscription Term.
2.3条	License Conversion. Subject to placing a valid purchase order for the same with a Partner, You may convert legacy Life of Device Licenses into Term Based Licenses, in which case, We will alter Your Entitlement to reflect the different usage model.	License Conversion. Subject to You placing a valid purchase order for the same with a Partner, You may convert legacy Life of Device Licenses into Term Based Licenses, in which case, We will alter Your Entitlement to reflect the different usage model.
2.4条	Previews License Grant. …Previews may only be used in non-production environments and not for commercial purposes or the processing of any production data.	Previews License Grant. …Previews may only be used in non-production environments and not for commercial purposes or the processing of any production data. Non-public information provided by Nutanix in connection with Previews may not be disclosed to third parties without prior Nutanix authorization.
3.1条	General. Depending on the software license type You purchase, Support Services are either included in the subscription (Term Based License) or available separately for a fee (Life of Device License). We will provide to You the level of Support Services specified in the Entitlement. The Support Services will be provided in the English language.	General. Depending on the Software or Cloud Services license type You purchase, Support Services are either included in the subscription or available separately for a fee. We will provide to You the level of Support Services specified in the Entitlement. Unless otherwise specified in writing, the Support Services will be provided in the English language.
3.2条	Scope of Support Services. Under a valid Support Service Entitlement, We shall: (a) …; and (e) provide You with access to the current versions of released software, including bug fixes, patches and any generally available Updates and Upgrades.	Scope of Support Services. Under a valid Support Services Entitlement, We shall: (a) …; and (e) provide You with access to the current versions of released Software, including bug fixes, patches and any generally available Updates and Upgrades.
3.3条	Out of Scope Support Services. Support Services exclude: …(c) services relating to third-party integrations, modifications or customizations; and (d) Software that is end-of-life and no longer supported as outlined in Our Support Policies.	Out of Scope Support Services. Support Services exclude: …(c) support services relating to integrations with third-party products, modifications or customizations; and (d) Software or Cloud Services that are end-of-life and no longer supported as outlined in Our Support Policies.
3.4条	Exclusions. We shall have no obligation to provide Support Services for: (a) Software that is not registered and validly licensed; (b) …; (c) any Errors which are attributable to the installation, operation or maintenance of the Software on hardware other than Certified Hardware or authorized public cloud bare metal offerings or otherwise not in accordance with the Documentation; or (d) for Software which is installed on hardware which is not currently covered under a valid support contract or if such hardware has greymarket or second-hand parts installed.	Exclusions. We shall have no obligation to provide Support Services for: (a) Software or Cloud Services that are not registered and validly licensed; (b) …; (c) any Errors which are attributable to the installation, operation or maintenance of the Software or Cloud Services on hardware other than Certified Hardware or otherwise not in accordance with the Documentation; or (d) for Software which is installed on hardware which is not currently covered under a valid support contract or if such hardware has grey market or second-hand parts installed.
3.5条	Your Responsibilities. It is Your responsibility to: (a) …; (d) swiftly notify Us of any Error; and (e) screen first-line technical inquiries and escalate to Us only issues that Technical Personnel have not been able to resolve.	Your Responsibilities. It is Your responsibility to: (a) …; (d) cooperate with Us to perform any maintenance activities related to the Cloud Services; (e) swiftly notify Us of any Error; and (f) screen first-line technical inquiries and escalate to Us only issues that Technical Personnel have not been able to resolve.
3.6条	Reinstatement of Support. In the event that You wish to reinstate Support for Life of Device Licenses after a lapsed period, following expiration or termination of the original Support term, the applicable support fee for reinstated Support will be calculated as follows: (i) the pro rata Support fees that would have been payable at Nutanix’s then applicable annual rate of Support for the lapsed Support Services period; and (ii) the Support fees for the future period commencing upon the reinstatement of Support.	Reinstatement of Support. In the event that You wish to reinstate Support Services for Life of Device Licenses after a lapsed period, following expiration or termination of the original Support Services term, the applicable support fee for reinstated Support Services will be calculated as follows: (i) the pro rata Support Services fees that would have been payable at Nutanix’s then applicable annual rate of Support Services for the lapsed Support Services period; and (ii) the Support Services fees for the future period commencing upon the reinstatement of Support Services.
3.7条	Support for NX Branded Hardware. The NX brand is licensed by Us to third party hardware contract manufacturers. We do not supply or warrant NX branded hardware. If You purchase hardware Support for Your NX branded hardware, it will be governed by the Hardware Support Services Appendix attached to this Agreement as Appendix 1.	Support Services for NX Branded Hardware. If You purchase hardware Support Services for Your NX branded hardware, it will be governed by the Hardware Support Services Appendix attached to this Agreement as Appendix 1, including parts replacement for NX.
5.3条	Access Right and Right to Use. …(a) access and use the Cloud Services and its Documentation for Your internal business purposes only in accordance with this Agreement and the Entitlement for the Usage Capacity and subscription term only; and (b) ….	Access Right and Right to Use. …(a) access and use the Cloud Services and its Documentation for Your internal business purposes only in accordance with this Agreement and the Entitlement for the Usage Capacity and Subscription Term only; and (b) ….
5.4条	Usage Restrictions. …(f) publish the results of any Cloud Services benchmark tests or competitive analysis without Our prior written consent,	Usage Restrictions. …(f) disclose the results of any Cloud Services benchmark tests or competitive analysis,
5.7条	Your Obligations. You are solely responsible to ensure that the use of the Cloud Services and the use of Your Content by its Users is in compliance with this Agreement and all applicable laws. You represent and warrant that Your use of Your Content in connection with Your Products will not violate any third-party rights or Your obligations to any third party. It is Your sole responsibility to provision and control the credentials of Your employees, agents, contractors and other users of the Products (“User(s)“).	Your Obligations. You are solely responsible for ensuring that the use of the Cloud Services and the use of Your Content by its users is in compliance with this Agreement and all applicable laws. You represent and warrant that Your use of Your Content in connection with the Products will not violate any third-party rights or Your obligations to any third party. You are responsible for the lawfulness and accuracy of Your Content processed under or in connection with the Agreement. You represent and warrant that You have provided and will continue to provide all notices and obtain any necessary consents under applicable law for Us to lawfully process Your Content for the purposes contemplated by the Agreement. It is Your sole responsibility to provision and control the credentials of Your employees, agents, contractors and other users of the Products (“User(s)“).
5.9条	Acceptable Use. 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 not limited to data subject to the Health Insurance Portability and Accountability Act, Basel II, Graham Leach Bliley and Payment Card Industry regulations; (c)….	Acceptable Use. 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 or damage the operation of the Cloud Services or interfere with any third-party; (b) manage specifically regulated data, including, but not limited to data subject to the Health Insurance Portability and Accountability Act, Basel II, Gramm Leach Bliley Act and Payment Card Industry regulations; (c) ….
6.1条	Our Products. We and Our licensors own all worldwide right, title and interest in the Products including all related including copyrights, …. Except for the rights explicitly granted to You in this Agreement, all right, title and interest in the Products are reserved and retained by Us, Our affiliates, and/or Our licensors.	Our Products. We and Our licensors own all worldwide right, title and interest in the Products including all related copyrights, …. Except for the rights explicitly granted to You in this Agreement, all right, title and interest in the Products are reserved and retained by Us, Our Affiliates, and/or Our licensors.
7.2条 3文目	Support Services Warranty. …We will reperform any nonconforming Support Services.	Support Services Warranty. …We will re-perform any non conforming Support Services.
7.4条 3文目 4文目	Cloud Services Warranty. …This warranty shall not apply to the extent of any non-conformance which is (i) caused by use of the Cloud Services contrary to the Documentation or instructions,…. Subject to Section 7.2 above, if a correction of such non-conformance is not possible, then We will terminate the Cloud Services and refund any prepaid subscription fees….	Cloud Services Warranty. …This warranty shall not apply to the extent of any non-conformance which is (i) caused by use of the Cloud Services contrary to the Documentation or Our instructions, …. Subject to Section 7.2 above, if a correction of such non-conformance is impossible, then We will terminate the Cloud Services and refund any prepaid subscription fees….
7.5条 2文目	Disclaimer. …EXCEPT FOR THE WARRANTY SPECIFICALLY DESCRIBED ABOVE, ALL PRODUCTS ARE PROVIDED “AS-IS” AND ….	Disclaimer. …EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED ABOVE, ALL PRODUCTS ARE PROVIDED “AS-IS” AND ….
8.2条	Exclusion. We have no obligation to indemnify You and accept no responsibility or liability for any third party infringement claims arising out of: (a) …; or (e) any failure by You to implement Updates or Upgrades provided under Support (“Excluded Claims”).	Exclusion. We have no obligation to indemnify You and accept no responsibility or liability for any third party infringement claims arising out of: (a)…; or (e) any failure by You to implement Updates or Upgrades provided under Support Services (“Excluded Claims”).
8.3条	Indemnification Claims. If an infringement claim is made or appears likely to be made, We may, at Our own expense and discretion, do any of the following: (a) …; (b) obtain a license for you to continue to use the Products; or (c)…. For Term Based Licenses, associated Support Services or Cloud Services, the refund will be calculated on a straightline amortisation basis over the subscription term.	Indemnification Claims. If an infringement claim is made or appears likely to be made, We may, at Our own expense and discretion, do any of the following: (a) …; (b) obtain a license for You to continue to use the Products; or (c)…. For Term Based Licenses, associated Support Services or Cloud Services, the refund will be calculated on a straightline amortization basis over the subscription term.
8.5条 2文目	Process. …In no event will a party agree to any settlement of any claim that involves any admission of wrong doing or acceptance of a material obligation by the other party without the prior written consent of the other party.	Process. …In no event will a party agree to any settlement of any claim that involves any admission of wrongdoing or acceptance of a material obligation by the other party without the prior written consent of the other party.
9.1条	Liability Exclusions. Regardless of the basis of the claim or theory of liability, neither You nor Us will be liable for: (a)….	Liability Exclusions. Regardless of the basis of the claim or theory of liability, neither You nor We will be liable for: (a)….
9.3条	Exceptions. Sections 9.1 and 9.2 do not apply to usage in excess of an Entitlement, a breach of Our intellectual property rights, an indemnification claim under Section 8, in case of gross negligence, willful misconduct, fraud, personal injury, or to any liability pursuant to an applicable legislation that does not permit to limit or exclude any liability.	Exceptions. Sections 9.1 and 9.2 do not apply to usage in excess of an Entitlement, a breach of Our intellectual property rights or restrictions on the use of Our Products as detailed in this Agreement, an indemnification claim under Section 8, a breach of the confidentiality obligations set forth in Section 10, in case of gross negligence, willful misconduct, fraud, personal injury, or to any liability pursuant to any applicable legislation that does not permit a party to limit or exclude any liability.
10.1条 2-3文目	Confidential Information. …Confidential Information includes copies of such information, but excludes information that: (a)…; or (d) is independently developed by the receiving party. Subject to applicable law, the Software, pricing information and Services Data are Confidential Information without reference to Confidential Information.	Confidential Information. …Confidential Information includes copies of such information, but excludes information that: (a)…; or (d) is independently developed by the receiving party without reference to Confidential Information. Subject to applicable law, Confidential Information includes, but is not limited to, this Agreement, Our Products, trade secrets, know-how, product roadmap, source code, software, product and technology-related information, customer lists, financial information, sales, pricing information, marketing and business plans.
10.2条	Treatment. Confidential Information shall remain the property of the Discloser. Each Party shall have the right to use the other’s Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. Each party agrees: (a) to hold the other party’s Confidential Information in confidence for a period of three (3) years from the date of disclosure; and (b) to disclose the other party’s Confidential Information only to those employees or agents on a need to know basis provided that they are required to protect such Confidential Information against unauthorized disclosure under terms no less restrictive than those specified herein.	Treatment. Confidential Information shall remain the property of the Discloser. Each party shall have the right to use the other’s Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. Each party agrees: (a) to hold the other party’s Confidential Information in confidence for a period of three (3) years from the date of disclosure, except confidentiality obligations will continue indefinitely regarding Confidential Information considered as trade secrets under applicable law to the extent such Confidential Information remains a trade secret; and (b) to disclose the other party’s Confidential Information only to those employees or agents or the Affiliates’ employees or agents on a need to know basis provided that they are required to protect such Confidential Information against unauthorized disclosure under terms no less restrictive than those specified herein.
10.4条 2-3文目	Injunctive Relief. …Accordingly, Recipient agrees that Discloser, in addition to any other available remedies, will have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this section 10, without the necessity of posting any security. Recipient will notify Discloser in writing upon the receiving party becoming aware of any breach or threatened breach of Confidential Information.	Injunctive Relief. …Accordingly, Recipient agrees that Discloser, in addition to any other available remedies, will have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Section 10, without the necessity of posting any security. Recipient will notify Discloser in writing immediately upon the receiving party becoming aware of any unauthorized use or disclosure of Confidential Information.
11条 11.1条	11. Data Privacy 11.1 Services Data. Notwithstanding anything to the contrary in the Agreement (including the Data Processing Addendum https://www.nutanix.com/legal/data-processing- addendum (“DPA”), where applicable), You agree that We shall have the right to use data pertaining to You and Your users and data related to Your and Your users' use of the Products, support and/or operation of the Products for Our legitimate business purposes, such as billing, account management, security and support, as well as to develop, improve and market, products and services provided that We will process such data in accordance with Applicable Privacy Law (as defined in the DPA) and our data privacy statement which can be found at https://www.nutanix.com/legal/privacy-statement.	11. Data Processing 11.1 Usage Data. Notwithstanding anything to the contrary in the Agreement (including the DPA, where applicable), Nutanix collects and uses data pertaining to the use of the Products, support and/or operation of the Products, (“Usage Data”), for Our legitimate business purposes, such as billing, account management, security and support. We may also collect and use Usage Data to develop, and improve Our Products, and to sell and market Our Products to You. You may opt out of such collection in your Product settings, except for those Products that require the collection of Usage Data to operate in accordance with Our Documentation. 11.2 Data Privacy. We will process any personal data provided to Us in accordance with Applicable Privacy Law (as defined in the Data Processing Addendum https://www.nutanix.com/legal/data-processing-addendum (“DPA)”)) and our data privacy statement which can be found at https://www.nutanix.com/legal/privacy- statementhttps://www.nutanix.com/legal/privacy-statement.
11.2条	11.2 Data Processing. If We process any personal data (as defined under Applicable Privacy Law) on Your behalf when performing Our obligations under this Agreement, subject to Applicable Privacy Law, You are the controller and We are the processor. Our DPA will apply when and to the extent We process Customer Data protected by Applicable Privacy Law (all as defined in the DPA). In the event of a conflict between this Agreement and the DPA, the DPA shall control.	Deleted.
12.2条	Compliance with Anti-Corruption. We and You shall comply with all applicable laws and regulations including but not limited to those relating to anti - corruption or anti-bribery e.g. the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act and legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.	Compliance with Laws; Anti-Corruption Laws. We and You shall comply with all applicable laws and regulations including but not limited to those relating to anti - corruption or anti-bribery e.g. the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act and legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
12.3条 2文目	Export Control. …You are responsible to fully comply with all applicable export laws and regulations that apply to the download, installation and use of the Products in Your jurisdiction.…	Export Control. …You shall fully comply with all applicable export laws and regulations that apply to the download, installation and use of the Products in Your jurisdiction.…
13.2条	Subscription Renewal. Your subscription for the Software, Support Services and Cloud Services will automatically renew for a term equal to the previous Subscription Term, or such other term agreed by Us in writing.	Subscription Renewal. Your subscription for the Software, Support Services and Cloud Services will automatically renew for a term equal to the previous Subscription Term, or such other term agreed by the parties in writing.
13.4条 2－3文目	Effect of Termination or Expiration of Entitlement. …Upon termination, We will have no obligation to refund any fees or other amount received from You during the Term and You shall be required to pay immediately all outstanding amounts. All Software license fees and fees paid or owed or expenses incurred as of the date of termination are non-cancellable, non-contingent and non- refundable.	Effect of Termination or Expiration of Entitlement. …Upon termination, except as otherwise set forth herein, We will have no obligation to refund any fees or other amount received from You during the Term and You shall be required to pay immediately all outstanding amounts. All Product fees and fees paid or owed for any Services rendered or expenses incurred as of the date of termination are non-cancellable, non-contingent and non- refundable.

Nutanix License and Services Agreement 改訂のお知らせ

Nutanix License and Services Agreement
改訂のお知らせ