INFOBLOX IQ ADDENDUM TO MCA
This Infoblox IQ Addendum (“Addendum”) is incorporated into the master agreement (e.g., Master Customer Agreement) (“MCA”) between Infoblox Inc. (“Infoblox”) and the customer identified in the applicable Order or account (“Customer”). It governs Customer’s subscription to and use of the IQ Services. Capitalized terms not defined here have the meanings given in the MCA.
Customer accepts this Addendum by (i) placing an Order (directly or via an Authorized Reseller) that incorporates or references the MCA and the IQ Services, (ii) enabling or activating an IQ Service in the Infoblox Portal, or (iii) accessing or using any IQ Services. The “Effective Date” is the earliest of those acceptance events. If Customer does not accept, it must not access or use the IQ Services. If there is a conflict between this Addendum and the MCA, this Addendum controls for the IQ Services; otherwise, the MCA governs. The IQ Services are made available in connection with one or more underlying Infoblox Products and entitlements; Customer’s rights in the IQ Services are coextensive with, and do not expand, Customer’s rights in those underlying Products.
1) ACCESS, USE, AND RESTRICTIONS
Access and Use. During the Subscription Term and subject to the Agreement, Customer and its Affiliates have a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to, in each case solely for Customer’s internal business purposes and in accordance with the Documentation and any License Metrics specified in the Order: (i) access and use the IQ Services; and (ii) download, install, copy, distribute to Authorized Users and use Infoblox-provided client or connector software in object/executable form (“Client Software”) solely to enable access to and use of the IQ Services.
Restrictions. Except as permitted by the Agreement or applicable law, Customer will not (and will not permit others to): (i) disclose, distribute, rent, lease, assign, sublicense or otherwise transfer, in whole or in part, the Infoblox Portal, the IQ Services or any Client Software; (ii) bypass or interfere with security or access controls, or use prompt injection, jailbreaking, or similar adversarial techniques to circumvent the IQ Services’ intended operation; (iii) upload or transmit malicious code to the Infoblox Portal or the IQ Services; (iv) modify or create derivative works of the Infoblox Portal, the IQ Services, or Client Software; (v) reverse engineer, decompile, or disassemble any of the foregoing, except to the extent such restriction is prohibited by applicable law; (vi) use the Infoblox Portal, the IQ Services, Client Software, or any AI Output, data or other information generated by or obtained from the IQ Services unlawfully or to compete with Infoblox (including competitive analysis, public benchmarking, marketing, or training or improving a competing AI model, product, or service); (vii) remove or obscure proprietary notices; (viii) submit Customer Prompts that include data Customer is not authorized to submit; or (ix) use the Infoblox Portal, the IQ Services, or the Client Software other than in accordance with the Agreement and Documentation.
AI Output. AI Output is generated using probabilistic models and may be inaccurate or incomplete. Customer should review AI Output and is responsible for actions taken in reliance on it.
AI Training: Infoblox will not use Customer Data to train any Generative AI model.
2) CUSTOMER RESPONSIBILITIES
Account; Infoblox Portal Access. To access and use the IQ Services, Customer must have a valid Infoblox Portal account. The Infoblox Portal will prompt Customer to create an account or log in with existing credentials. After an Order, Infoblox will notify Customer at the email address provided with the Order. Customer must keep account information (including email) current, safeguard credentials, and ensure Authorized Users do not bypass security or authorization controls.
Affiliates; Authorized Users. Customer is responsible for all activity under its account and for use by its Affiliates and Authorized Users and will ensure their compliance with the Agreement and Infoblox’s Acceptable Use Policy. All such use counts toward the applicable License Metrics unless an Order expressly states otherwise. If Customer becomes aware of a violation of the Agreement or unauthorized access, it will terminate the affected access and promptly notify Infoblox in writing.
User Uploads. Customer and Authorized Users will not upload to the IQ Services: protected health information, non public personal information under GLBA, payment card data, or other sensitive personal data, each as defined by applicable law.
Technical and Support Obligations. Infoblox may manage bandwidth or route traffic in a commercially reasonable manner, and may rate-limit, suspend, or restrict automated or programmatic access to the IQ Services to address entitlement, security, or operational risks. Customer must maintain internet connectivity and ancillary services, ensure proper configuration and access controls, use the IQ Services lawfully under applicable laws, and cooperate promptly with diagnostics and support (including providing relevant logs and configuration information).
3) SUPPORT AND AVAILABILITY
Support for the IQ Services, including any applicable service availability commitments and service credits, will be provided under the support terms and at the support level applicable to the underlying Infoblox Product in connection with which the IQ Services are enabled.
4) DATA SECURITY; INFOBLOX PORTAL CHANGES
Data Security. Infoblox uses commercially reasonable Technical and Organizational Measures designed to protect Customer Data and may use reputable hosting providers and subprocessors to deliver the IQ Services. Infoblox and its hosting providers and subprocessors may use, host, store, reproduce, display, and transmit Customer Data as needed to provide and support the IQ Services, and may process Usage Data as described in the MCA and Privacy Policy. Customer may request deletion of Personal Data as described in the Privacy Policy and applicable law.
Infoblox Portal Changes. The Infoblox Portal is provided in a multi-tenant environment. Infoblox may modify the Infoblox Portal from time to time, provided such changes do not materially degrade functionality or security. For current subscriptions, Infoblox may materially degrade functionality or discontinue the Infoblox Portal only if required by (i) applicable law, (ii) changes imposed by hosting providers or subprocessors, (iii) the loss or termination of a critical third-party provider integral to the Infoblox Portal, or (iv) lack of customer adoption. Prior versions of the Infoblox Portal are not maintained.
5) PRICING; TOKENS
The IQ Services is priced by Token Type and allocation. Customer prepays for a set number of Tokens allocated to selected Token Types (“Tokens”). Tokens expire at the end of the term stated in the Order and do not carry over to renewals. Tokens are not transferable between Token Types. Except as agreed in writing, Tokens are non refundable. Customer may purchase additional Tokens during the Term; additional Tokens co terminate with the then current Order.
6) LICENSED CAPACITY; OVERAGES
Licensed Capacity. Use of the IQ Services and allocation of Tokens must not exceed the Licensed Capacity.
Overages; Additional Orders. Infoblox may conduct Quarterly Reviews at its discretion. If a Quarterly Review shows an overage, Infoblox will work with Customer to reduce usage to the Licensed Capacity. If Customer does not do so, then upon Infoblox’s request Customer will promptly execute an Order for additional Tokens to cover the excess. Upon execution, Customer’s entitlements will increase prospectively to the new Licensed Capacity, and any Tokens purchased under the additional Order will co-terminate with the original Order.
Remedies. Failure to execute the additional Order within 30 days of its due date will incur additional fees, including late-payment interest. Continued non-compliance may result in modification of IQ Services functionality or suspension of Customer’s access to and use of the IQ Services.
7) SUBSCRIPTION TERM AND RENEWAL
Term. The term for each IQ Services subscription begins when Infoblox sends access notification or otherwise provides access and ends on the date stated in the notification, matching the Order (“Subscription Term”).
Renewal. Unless otherwise stated in the Documentation, subscriptions do not auto renew. Infoblox will provide notice before the end of the Subscription Term. If Customer does not place a renewal Order, access terminates on expiration. Infoblox may change fees effective upon renewal with at least sixty (60) days’ prior written notice.
8) DEFINITIONS
“IQ Services” means the Infoblox products, services, and features marketed under the Infoblox IQ brand or otherwise identified by Infoblox as IQ Services in an Order or the Documentation. The specific IQ Services available to Customer are determined by Customer’s Order and the Documentation.
“AI Output” means any content generated by an IQ Service in response to a Customer Prompt or based on Customer Data, including responses, summaries, insights, recommendations, draft configurations, and similar generated content.
“Customer Prompt” means a natural-language query, instruction, or other input submitted to an IQ Service.
“Infoblox Portal” means the web portal where Infoblox makes Product subscriptions, related applications, content, technology, and information available to customers.
“Authorized Users” means individuals with credentials for Customer’s Infoblox Portal account, including third party individuals authorized by Customer.
“Quarterly Review” means each consecutive three month period following the start of the Term during which Infoblox reviews average monthly usage to verify compliance with Licensed Capacity.
“Token” means a unit of value purchased and allocated by Customer for IQ Services use.
“Token Type” means categories of Tokens identified in the Documentation for particular features, functions, or capacity types.
“License Metrics” / “Licensed Capacity” means quantities, capacities, instances, or feature that limits use as set in the Order or Documentation.