Nuanix Subscription Agreement

Your Nuanix subscription provides access to the products, assistants, functionality, integrations, usage allowances, and other Services included in the subscription plan you select at the time of purchase.

The specific features, pricing, billing schedule, setup or onboarding fees, and other plan-specific details displayed during checkout or otherwise agreed to in writing are incorporated into this Agreement.

Different Nuanix subscription plans may include different Services, capabilities, usage limits, or levels of support.

Additional products, usage, services, integrations, or add-ons not included in your selected plan may result in additional charges if ordered or authorized by you.

Nuanix subscriptions are annual commitments unless expressly stated otherwise at the time of purchase.

Your initial subscription term begins on the date your subscription becomes effective and continues for twelve (12) months (the “Initial Term”).

Your payment frequency does not change the length of your subscription commitment.

For example, if your annual subscription is billed monthly, you remain responsible for all monthly payments due during the entire twelve-month subscription term.

By subscribing, you are purchasing an annual subscription—not a month-to-month service—even if payments are collected in monthly installments.

Certain Nuanix plans may require a one-time setup, implementation, activation, or onboarding fee.

Any applicable fee will be disclosed at or before checkout.

Setup and onboarding fees compensate Nuanix for work associated with establishing, configuring, integrating, and preparing the Services for Customer and are non-refundable once setup or onboarding work has begun, except where otherwise required by law or expressly agreed by Nuanix in writing.

By subscribing, you authorize Nuanix and its payment processor to charge the payment method you provide for all amounts due under your selected subscription.

Depending upon the plan selected, charges may include:

• Setup or onboarding fees;
• Recurring subscription payments;
• Authorized add-ons or additional Services;
• Usage-based charges, if applicable;
• Applicable taxes; and
• Other amounts expressly authorized under your subscription.

Recurring charges will be processed according to the billing frequency displayed when you subscribe.

You authorize recurring charges to continue throughout the applicable subscription term and any renewal term until the subscription is properly canceled or non-renewed in accordance with this Agreement.

You are responsible for maintaining a valid and current payment method.

Nuanix currently uses third-party payment processors, including Stripe, to process payments. Payment information provided directly to a payment processor may also be subject to that provider's terms and privacy practices.

Your subscription will automatically renew for additional twelve (12) month terms unless you cancel or provide notice of non-renewal in accordance with this Agreement.

At renewal, Nuanix will charge the payment method associated with your account according to the billing schedule applicable to your subscription.

Nuanix may change subscription pricing for a future renewal term. If pricing applicable to your renewal changes, Nuanix will provide notice as required by applicable law before the new pricing becomes effective.

Continued use of the Services during a renewal term constitutes acceptance of the applicable renewal pricing and subscription terms, subject to applicable law.

You may cancel the automatic renewal of your subscription at any time through the cancellation method made available by Nuanix or by contacting us at support@nuanix.com.

Cancellation stops the subscription from automatically renewing at the end of the then-current annual term. Cancellation does not terminate the current annual commitment or eliminate amounts remaining due for that term.

Unless Nuanix expressly agrees otherwise in writing or applicable law requires otherwise, no refund or credit will be provided for unused time remaining in an annual subscription term.

If your annual subscription is being paid in monthly installments, those installments remain due through the end of the current annual term even if you stop using the Services or request cancellation before the term ends.

Your access will ordinarily continue through the end of the paid subscription term, subject to this Agreement, the Terms of Use, and any applicable Additional Agreement.

Because Nuanix subscriptions are annual commitments, Customer may not terminate the financial commitment simply by discontinuing use of the Services.

If Customer requests early termination, all amounts due for the remainder of the current annual term remain payable unless Nuanix expressly agrees otherwise in writing or applicable law provides Customer with a non-waivable right to terminate.

Nuanix may, in its discretion, agree to an alternative early termination arrangement. Any such arrangement must be confirmed by Nuanix in writing.

If a payment is declined, returned, reversed, disputed, or otherwise unsuccessful, Nuanix or its payment processor may attempt to process the payment again.

Nuanix may notify Customer and provide a reasonable opportunity to update the payment method or cure the outstanding balance.

Customer remains responsible for all amounts due under the subscription regardless of whether a particular payment attempt is successful.

Failure of a payment method does not constitute cancellation of the subscription.

If an amount remains unpaid after its due date, Nuanix may suspend or restrict some or all Services associated with the Customer's account after providing any notice required by applicable law or agreement.

Suspension for non-payment does not terminate the subscription, extend the subscription term, or eliminate Customer's obligation to pay amounts due.

During suspension, Nuanix may restrict access to assistants, dashboards, integrations, communications functionality, or other Services.

Nuanix may terminate an account for continued non-payment in accordance with this Agreement and the Nuanix Terms of Use.

Amounts that became due before suspension or termination remain payable.

If Services are suspended for non-payment, Customer may be required to pay all past-due amounts before Services are restored.

Nuanix may also charge a reasonable reinstatement fee if a reinstatement fee was disclosed in the applicable plan, Order Form, checkout terms, or other agreement.

Reinstatement may require Nuanix to reconnect integrations, reactivate assistants, restore configurations, or perform additional implementation work. Nuanix does not guarantee immediate restoration following payment.

If substantial reconfiguration or implementation is required, additional fees may apply with Customer's authorization.

Nuanix may change its subscription plans, features, or pricing from time to time.

Unless otherwise agreed in writing, a pricing change will not alter the subscription price applicable to the remainder of Customer's then-current annual term.

Any new pricing applicable to a renewal will be disclosed in advance where required by applicable law.

Changes requested by Customer during a subscription term—such as upgrades, additional assistants, users, integrations, services, or usage—may result in additional charges when authorized by Customer.

Subscription prices and fees may not include applicable sales, use, excise, value-added, or similar taxes unless expressly stated.

Customer is responsible for applicable taxes associated with the purchase of the Services, other than taxes imposed on Nuanix's net income.

Where Nuanix is required to collect or remit applicable taxes, those amounts may be added to Customer's charges.

Nuanix provides technology, automation, assistants, and related Services designed to support Customer's business operations.

Nuanix does not guarantee any particular level of revenue, profitability, lead generation, conversion rate, transaction volume, cost savings, productivity improvement, customer acquisition, sales performance, or other business outcome.

Customer remains responsible for its business decisions and for determining how Nuanix Services are used within its organization.

Nuanix may update, enhance, modify, or replace features of the Services as technology and our products evolve.

We will not intentionally make changes during a paid subscription term that materially eliminate the core functionality of the Customer's purchased subscription without providing an appropriate alternative, adjustment, or remedy where required by the applicable agreement or law.

Third-party integrations and services may change or become unavailable due to decisions made by third-party providers outside Nuanix's control.

Customer is responsible for providing accurate information during signup and onboarding, maintaining current account and payment information, protecting account credentials, and providing information and access reasonably necessary for Nuanix to provide the Services.

Customer is also responsible for its use of the Services and for complying with applicable laws, the Nuanix Terms of Use, and any other agreement applicable to the Customer's subscription.

Except where expressly provided by Nuanix in writing or required by applicable law, subscription payments, setup fees, onboarding fees, and other amounts paid to Nuanix are non-refundable.

Failure to use the Services, failure to complete onboarding, changes in Customer's business, or Customer's decision to discontinue use during an annual term do not create a right to a refund or relieve Customer of remaining payment obligations.

Nothing in this section limits any non-waivable refund or cancellation right provided by applicable law.

Nuanix may terminate or suspend a subscription for material breach of this Agreement, violation of the Terms of Use, unlawful or abusive use of the Services, security threats, fraud, or continued non-payment.

Where reasonably practicable and appropriate, Nuanix may provide Customer with notice and an opportunity to cure before termination.

If Nuanix terminates a subscription solely for its convenience and not because of Customer's breach, misuse, non-payment, or violation of law, Nuanix will provide a prorated refund or credit for prepaid subscription fees covering the unused portion of the terminated term, unless another applicable agreement provides otherwise.

Customer's use of Nuanix Services is subject to the Nuanix Terms of Use, which contains additional provisions concerning acceptable use, Customer Data, artificial intelligence, third-party integrations, intellectual property, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

Those provisions are incorporated into and apply to this Agreement.

If Customer has entered into a Master Services Agreement, Order Form, or other separately executed agreement with Nuanix and that agreement expressly conflicts with this Subscription Agreement, the separately executed agreement will control with respect to the subject matter of the conflict.

Nuanix's collection and processing of personal information is described in the Nuanix Privacy Policy.

Where Nuanix processes personal information on behalf of Customer, additional terms may apply under a Data Processing Addendum or other written agreement.

By checking the acceptance box, clicking the applicable purchase or subscription button, or otherwise electronically accepting this Agreement, Customer agrees that its electronic acceptance has the same legal effect as a handwritten signature to the extent permitted by applicable law.

Customer acknowledges that, before completing the purchase, Customer has been provided the opportunity to review:

• The subscription plan selected;
• The applicable price and billing frequency;
• The annual subscription commitment;
• Any applicable setup or onboarding fee;
• The automatic-renewal terms;
• The cancellation terms;
• This Subscription Agreement;
• The Nuanix Terms of Use; and
• The Nuanix Privacy Policy.

Customer authorizes Nuanix to maintain electronic records relating to Customer's acceptance and subscription.

Nuanix may update this Subscription Agreement from time to time.

Changes will generally apply prospectively. Material changes affecting an existing subscription will be communicated where required by applicable law.

The version accepted at the time of purchase or renewal will govern the applicable subscription term except where the parties agree otherwise or a change is required by law.

Questions regarding subscriptions, billing, cancellation, or this Agreement may be directed to:

Nuanix, Inc.

Customer Support: support@nuanix.com

Legal: support@nuanix.com

Website: Nuanix.com

Mailing Address: 3101 North Central Ave. STE – 183-5889, Phoenix, AZ 85012