NIOS and NetMRI Software Addendum to MCA
This Software Addendum (“Addendum”) is incorporated into and forms part of 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 the use of Infoblox Software, including without limitation NIOS and NetMRI. 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, or (ii) accessing or using the Software. The “Effective Date” is the earliest of those acceptance events. If Customer does not accept, it must not access, download, install, or use the Software. If there is a conflict between this Addendum and the MCA, this Addendum controls for its subject matter; otherwise, the MCA governs.
1) DELIVERY
Delivery. Delivery occurs when Infoblox makes the Software available for download as notified by email or via an Infoblox‑designated portal (“Delivery”). Software is deemed accepted on Delivery, subject to the Limited Software Warranty below.
2) LICENSE; USE OF SOFTWARE
Grant. Software is licensed, not sold. Subject to the Agreement, Infoblox grants Customer and its Affiliates a non-exclusive, non-transferable, non-sublicensable, revocable license to install and operate the number of copies of Software purchased in the Order (i) in object code only, (ii) for the internal business purposes of Customer and its Affiliates, and (iii) in accordance with capacity or other use limits in the Order, for the license term stated in the Order (“Software License”).
Proprietary Rights. Except for the Software License, Infoblox and its licensors retain all rights, title, and interest in and to the Software and Documentation.
Restrictions. Except to the extent prohibited by law, Customer will not (and will not permit others to): (i) transfer, sublicense, resell, or distribute Software; (ii) copy Software except to install authorized copies and create reasonable back‑ups; (iii) modify, decompile, disassemble, recompile, or reverse engineer Software or attempt to access its source code or algorithms; (iv) alter or create derivative works of Software; (v) use Software for competitive analysis, benchmarking, or marketing; or (vi) use Software other than per Documentation.
Customer Responsibilities. Customer is solely responsible for securing its systems and safeguarding Customer Data and User Data on those systems, including reasonable back‑ups.
3) SUPPORT; UPDATES & UPGRADES
Support. Support is not included with the Software License and must be purchased separately under Infoblox’s Software Support Addendum. Notwithstanding the foregoing, for ninety (90) days from Delivery, Customer may access Infoblox’s Self‑Service Portal for installation and configuration documentation.
Updates. During the Software Warranty Period, Infoblox will make generally available Updates for the Software. After that period, a current Support subscription is required to receive Updates.
Upgrades. Upgrades may be purchased separately. If Customer installs an Upgrade, it replaces the prior version and the prior Software License terminates, with no residual rights retained by Customer in the prior version.
4) LIMITED SOFTWARE WARRANTY; REMEDIES
Limited Software Warranty. During the Software Warranty Period, the Software will materially conform to the applicable Documentation (“Software Warranty”). Customer may submit Software Warranty claims to the Infoblox Global Support Center via the support website or telephone.
Remedies. For a timely Software Warranty claim, Infoblox will, at its option: (i) repair the Software; (ii) replace it with functionally comparable Software; or (iii) refund the amount paid to Infoblox for the Software upon Customer ceasing use and certifying deletion/return. Upon replacement, the prior Software License terminates at Delivery of the replacement, with no residual rights retained by Customer in the prior version.
Exclusions. The Software Warranty does not cover issues resulting from: (i) mishandling, improper use, unsuitable environment, or neglect; (ii) use or storage not in accordance with Documentation; (iii) modifications or repairs not by Infoblox; (iv) interfaces or use with third‑party software or hardware; or (v) issues not reproducible by Infoblox. If a claimed defect is excluded or not verified, Customer will pay reasonable handling and diagnostic costs.
DISCLAIMER. EXCEPT FOR THE LIMITED SOFTWARE WARRANTY ABOVE, INFOBLOX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR‑FREE OPERATION.
5) DEFINITIONS
Software: Software programs identified in an Order, including Updates, Upgrades, modifications, revisions, copies, related Documentation, and design data provided under an Order.
Software Warranty Period: Ninety (90) days commencing upon Delivery of the Software.
Update: A release consisting of error corrections and patches that Infoblox generally makes available to customers with a current Support subscription without additional charge.
Upgrade: A successor release providing enhancements, features, or functionality that Infoblox may make available for an additional fee.