Infoblox NIOS and NetMRI Supplemental Terms and Conditions
This Software Addendum to the Master Purchasing Agreement sets forth additional terms and conditions that govern the sale and use of Infoblox’s Software, including but not limited to NIOS and NetMRI. If Customer does not accept the terms of the Addendum, it must not use Software and shall delete or return the same to Infoblox or the applicable Authorized Reseller. Capitalized terms shall have the meaning ascribed to them in Section 5 or elsewhere in this Addendum or the Master Purchasing Agreement.
(a) Delivery. Delivery of Software occurs when Infoblox makes the Software available to Customer for download (“Delivery”), as notified via email or from a web portal specified by Infoblox. Software is deemed accepted on the Delivery Date, subject to applicable limited Software warranty set forth below.
2. USE OF SOFTWARE
(a) License. Software is licensed, not sold. Subject to compliance with the Agreement, Infoblox grants to Customer, its Affiliates, and their respective employees and subcontractors a non-exclusive, non-transferable, non-sublicensable, revocable license to install and operate the number of copies of Software for which Customer has purchased a license, as set forth in the Order, (i) in object code format only, (ii) solely for Customer’s own internal business purposes, and (iii) in accordance with any applicable capacity limitations or other use restrictions set forth in the Order (“Software License”). The Software License is granted only for the license term listed in the Order.
(b) No Support. The Software License does not include Support or any license, access, or use rights to any other Product or Service, which must be purchased separately from Infoblox or an Authorized Reseller. Infoblox may make updates or patches available to Software customers with a current Support contract and subject to Infoblox’s Support Addendum. Notwithstanding the foregoing, for a period of ninety (90) days, customers may access Infoblox’s self-service support portal at support.infoblox.com for installation and configuration documentation.
(c) Proprietary Rights in Software. Software constitutes confidential, trade secret information of Infoblox. Except for the limited license rights set forth in this Addendum, Infoblox and its licensors retain all right, title, and interest in the Software and Documentation.
(d) License Restrictions. Except to the extent such restrictions are prohibited by applicable law, Customer will not, and will not facilitate or permit any other party, directly or indirectly, to (i) transfer, sublicense, resell, or otherwise distribute Software to any third party; (ii) copy Software except as necessary to install and operate the authorized number of copies and to maintain a reasonable number of back-up copies for archival purposes; (iii) modify, decompile, disassemble, recompile, or reverse engineer Software or otherwise gain or attempt to gain access to the underlying Software source code or algorithms; (iv) alter, incorporate in works, or create derivative works of Software; (v) use Software for purposes of competing with Infoblox, including for competitive analysis, benchmarking, or marketing; or (vi) use Software except in accordance with the Documentation.
(e) Customer Responsibilities. Customer is solely responsible for the security of its systems and the protection of Customer Data and User Data residing on its systems, including taking reasonable steps to back-up and protect Customer Data and User Data against loss or corruption.
(a) Limited Software Warranty. Infoblox warrants that during the Software Warranty Period, Software will function in material conformance with the applicable Documentation (the “Limited Software Warranty”). Customer may make a claim for breach of this Limited Software Warranty at any time during the Software Warranty Period by contacting the Infoblox Global Support Center (“GSC”) either by logging into Infoblox’s support website or by telephone. Infoblox will use reasonable efforts to respond to warranty inquiries within one (1) business day of being contacted by Customer.
(b) Limited Software Warranty Claims. For each claim for breach of the Limited Software Warranty received by Infoblox during the Software Warranty Period, Infoblox will, at its sole option: (i) repair the Software such that it meets the Limited Software Warranty, (ii) replace the Software with functionally comparable Software, or (iii) refund the amount paid to Infoblox for the Software upon Customer ceasing use of and certifying deletion of or returning the Software, as applicable. If Infoblox replaces Software, the Software License for the previous Software shall automatically terminate upon Delivery of the replacement Software.
(c) Warranty Exclusions. The Limited Software Warranty does not cover malfunctions or defects resulting from (i) mishandling, improper use, failure to provide a suitable installation or operating environment, or neglect, (ii) use, maintenance, or storage of Software other than in conformity with the Documentation, (iii) modifications, repairs, enhancements, or alterations performed by anyone other than Infoblox or its authorized representative(s), (iv) interfaces or use with software or hardware supplied by Customer or a third party, or (v) errors, defects, or other issues that cannot be reproduced by Infoblox. If Infoblox reasonably determines that the returned Software does not contain the alleged defect or that a warranty exclusion applies, Customer shall pay or reimburse Infoblox, as applicable, for all costs of handling, transportation, and diagnostics at Infoblox’s prevailing rates.
(d) DISCLAIMER. EXCEPT FOR THE FOREGOING LIMITED SOFTWARE WARRANTY, INFOBLOX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT DOES INFOBLOX WARRANT THAT SOFTWARE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTIONS. INFOBLOX HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF INFOBLOX.
4. UPDATES AND UPGRADES.
(a) Updates. In addition to the Limited Software Warranty, during the Software Warranty Period, Infoblox will make available to Customer Updates for the Software that are generally released by Infoblox during such period. This obligation does not include Upgrades. Customer must separately purchase Support Services to receive Upgrades or to receive Updates after the Software Warranty Period.
(b) Upgrade Services. Infoblox may make available Upgrade services for selected Software for an additional fee. If Customer purchases Upgrade services and installs or activates a successor version of Software previously licensed, the successor version replaces the previous Software and the Software License for the previous Software shall automatically terminate. Customer does not retain any right of use or otherwise to the previous Software after installation or activation of a successor version of such Software. Any Upgrade or successor Software provided is subject to the Software License applicable to the previous Software.
(a) “Software” means software programs, including any Updates, Upgrades, modifications, revisions, copies, related Documentation, and design data provided pursuant to an Order.
(b) “Software Warranty Period” means a ninety (90) day period commencing upon Delivery of the Software.
(c) “Update” means a Software release consisting of error corrections and patches that is generally made available by Infoblox to Customers with a current Maintenance Services subscription without an additional charge.
(d) “Upgrade” means a Software release containing new enhancements, features, or functionality that Infoblox may make available to Customers for an additional fee.
Last updated December 2021