VMware Cloud to Nutanix on AWS

Terms & Conditions

 

Introduction

  • Nutanix is pleased to offer qualified end customers with access to its new VMware Cloud (VMC) to Nutanix on AWS Promotion (“Promotion”) designed to help them easily migrate to our Nutanix Cloud Clusters (NC2) virtualization and cloud platform.
  • Access to the Promotion is strictly limited and subject to the terms and conditions detailed below.
  • For additional information, visit us at Nutanix.com or contact your nearest Nutanix partner.

Customer Eligibility

  • The end customer seeking to take advantage of the Promotion must be a current user of VMware Cloud on AWS.  
  • The end customer may be a new or existing end-user to Nutanix.
  • The end customer must represent that it meets the criteria for taking advantage of this Promotion and that participating in the Promotion will not result in a breach of any agreements between the end customer and a third party.
  • All decisions concerning eligibility made by Nutanix are final.
  • Maximum of one deal per eligible organization.
  • All purchases under the Promotion are subject to verification of a valid eligibility. False representations of eligibility void the offer and Nutanix reserves the right to collect the published full price for the products ordered by the customer.

Promotion Requirements

  • The purchase of Nutanix Cloud Infrastructure (NCI) licenses is required to migrate to NC2. Contact us or a Nutanix partner to purchase NCI licenses.
  • Minimum software total contract value must be $100K in total software value to Nutanix (as determined at Nutanix’s discretion).
  • Subscription licenses must have a minimum term length of 36 months. 
  • Qualifying orders must be booked with and accepted by Nutanix between September 23, 2024 – July 31, 2025. Nutanix is not responsible for any delays resulting from actions outside its control.
  • All references to currency are to U.S. Dollars.

General Terms and Conditions

  • The Promotion begins September 23, 2024 and runs through July 31, 2025. Nutanix reserves the right to modify or terminate this Promotion at any time.
  • This Promotion may not be combined with the Nutanix Launchpad Promotion or the VMware to Nutanix Migration Promotion on the same deal. 
  • Nutanix will apply a one-time promotional discount to qualified subscription orders that equates to 1 free year of Nutanix licensing up to $200K. 
  • By taking advantage of the Promotion, Customer accepts the foregoing eligibility requirements and these Terms and Conditions unconditionally.
  • This Promotion is also subject to the terms and conditions of applicable agreements concerning end customer’s usage of the eligible products.
  • Pre-Promotion discounts on the deal must be within standard parameters set by Nutanix for the region in which the customer is located.
  • Promotion value is capped on a per-deal basis. Please contact your channel partner for details.The Promotion incentives are one-time only and not available at the time of renewal. 
  • Renewal pricing will be based on standard software SKUs at standard prices as of the date of renewal without the one-time Promotion incentives.
  • The one-time discount is calculated based on an assumed average partner buy price from your partner for Nutanix branded software (TCV – Total Contract Value). 
  • Hardware value will not be included.Nutanix will work with a designated 3rd party to provide migration assessment services (“Migration Assessment”) to end customers that enter into contracts for deals with 10 or more nodes. 
  • Migration Assessment offer is subject to change or early termination.For deals with 10 or more nodes, Nutanix delivered deployment or migration services are eligible for a discount up to USD $15K in value. Deployment and Migration Services are subject to availability.
  • Deployment and migration services provided by channel partners are not discounted. Recommended services can be found here: https://www.nutanix.com/support-services/professional-services/infrastructure-modernization.
  • Access to white glove NC2 engineering services is subject to availability and will be only available on deals with 50 or greater nodes.
  • Deals transacted directly by an OEM are not eligible. 
  • Decisions made by Nutanix regarding promotion qualifications and amounts are made at the sole discretion of Nutanix and subject to change. The decision of Nutanix in relation to any aspect of this promotion is final and binding.

Compliance with Laws, Anti-Corruption and Global Trade

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.

Intellectual Property Rights

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.

Nutanix Privacy Statement

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.

Conflict of Interest

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.

Limitation of Liability

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.

Force Majeure

Nutanix will not be liable for performance delays or for nonperformance due to causes beyond our reasonable control.

Taxes

Each party is responsible for its own income taxes or taxes based upon gross revenues, including, but not limited to, business and occupation taxes.

Confidentiality and Personal Data

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.

Additional Terms

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.

PARTNER IS AN INDEPENDENT CONTRACTOR

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.

Partner Applicable Terms and Conditions

  • The end customer must have an active deal registration and a deal registration ID (ID format is A-######) submitted by the partner and approved by Nutanix prior to the opportunity booking. The deal registration cannot be expired.
  • Opportunities classified under the “Type” field in the Nutanix system, including Not for Resale (NFR) products, Support Renewals, Subscription Renewals, and Other Parts are not eligible.
  • Deals with a single end-user requiring multiple opportunities in the Nutanix system due to criteria including, but not limited to, multiple shipping locations or multiple solutions will be considered a single deal and are subject to any caps outlined above.
  • Opportunities, where Nutanix software is sold and booked under our OEM vendors’ SKUs, will not be eligible. But opportunities where Nutanix software only is purchased using Nutanix SKUs from Nutanix alongside the OEM’s hardware are eligible.
  • These promotional terms are incorporated by reference into the applicable Nutanix partner agreement. To the extent there is a conflict between the terms of this promotion and the Nutanix partner agreement, the partner agreement shall prevail.

Process for Promotional Discount

  • Partners can register a deal by submitting a registration on the deal registration portal and contacting their Nutanix representative to indicate that the deal is a candidate for the Promotion. If the deal meets all the eligibility criteria, the Promotion will be applied to the quote.
  • Partner will submit a deal registration for end customers’ Nutanix opportunity. Nutanix is not responsible for any delays or errors associated with the submissions.
  • Nutanix will confirm eligibility requirements have been met and apply the discount on the quote to the distributor. The distributor will pass through applicable discounting on their quote to the partner with the approved deal registration so the discount can be provided to the end customer.

© 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.