Hardware Addendum to MCA
This Hardware 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 sale and use of Hardware provided under an Order. 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) using the Hardware. The “Effective Date” is the earliest of those acceptance events. If Customer does not accept, it must not use the Hardware and must return it to Infoblox or the applicable Authorized Reseller. If there is a conflict between this Addendum and the MCA, this Addendum controls for its subject matter; otherwise, the MCA governs.
1) DELIVERY; RISK OF LOSS; TITLE
Delivery. Infoblox will use commercially reasonable efforts to deliver Hardware to the address specified in the Order on the date specified in the Order. Infoblox is not liable for delivery delays. If inventory is inadequate to meet demand, Infoblox may allocate available Hardware among its customers in an equitable manner. Hardware is deemed accepted on the Delivery Date, subject to the Limited Hardware Warranty below.
Risk of Loss. All Hardware shipments are EXW (Incoterms 2020) at Infoblox’s or its distributor’s loading dock, and risk of loss transfers to Customer when the Hardware is made available at that loading dock (the “Delivery Date”). Customer is responsible for selecting the mode of shipment; if none is selected, Infoblox may designate the mode without assuming additional risk.
Transfer of Title. Title to purchased Hardware, excluding Firmware, transfers to Customer upon full payment. Where retention of title after delivery is not recognized, title passes on the Delivery Date and Infoblox retains a security interest until payment in full; Customer will execute documents reasonably required to perfect such security interest.
2) USE OF THE PRODUCT
Hardware. Hardware (excluding Firmware) is sold subject to the title terms above. Purchases of Hardware do not include Support or license, access, or use rights to any other Product or Service, which must be purchased separately. Infoblox may make updates or patches available to Hardware customers with a current Support subscription and subject to the Support Addendum. For ninety (90) days following the Delivery Date, Customer may access Infoblox’s Self‑Service Portal for installation and configuration assistance.
Firmware License. The Firmware and related Documentation are licensed, not sold. Subject to the Agreement, Infoblox grants Customer and its Affiliates a limited, non‑exclusive, non‑transferable (except as expressly permitted), non‑sublicensable, revocable license to use the Firmware, in object or executable code only, solely with the Hardware on which it was provided. Infoblox and its licensors retain all right, title, and interest in and to the Firmware not expressly granted hereunder.
Firmware Restrictions. Except to the extent prohibited by law, Customer will not (and will not permit others to): modify, disassemble, recompile, or reverse engineer the Firmware; attempt to access the Firmware’s source code; create derivative works from the Firmware; separate the Firmware’s component parts; or sell, sublicense, distribute, rent, lease, assign, or otherwise transfer the Firmware except as permitted with the Hardware. Only Infoblox may enhance or modify the Firmware.
Customer Responsibilities. Customer is responsible for the content, integrity, security, accuracy, and timeliness of data processed with, transferred from, accessed through, or stored on Hardware, and for all use by its Affiliates and any third parties to whom Customer provides the Hardware. Customer will ensure compliance with the Agreement, promptly notify Infoblox of any violation, and take reasonable steps (including suspending use) to remediate.
3) LIMITED HARDWARE WARRANTY; RETURNS
Limited Hardware Warranty. During the Hardware Warranty Period, the Hardware will materially conform to the applicable Documentation. Customer may submit warranty claims by contacting the Infoblox Global Support Center (“GSC”) via the support website or by telephone. Infoblox will use reasonable efforts to respond within one (1) business day.
Warranty Remedies. For a claim received during the Hardware Warranty Period, Infoblox will, at its option: (i) repair the Hardware; (ii) replace it with comparable Hardware; or (iii) refund the amount paid to Infoblox upon return of the Hardware. If the claim is made within sixty (60) days after the Delivery Date, replacement will be with new Hardware; thereafter, replacement may be with refurbished Hardware. Repaired or replacement Hardware is warranted for the longer of thirty (30) days from repair/replacement or the remainder of the original Hardware Warranty Period.
RMA; Returns. Before returning Hardware, Customer must contact the GSC to confirm a warrantable defect and obtain a Return Merchandise Authorization (“RMA”) and return address. Infoblox will not accept returns without a valid RMA on the package. Customer assumes the risk of loss or damage in transit; Customer must remove all data and Confidential Information before return. If no defect exists or an exclusion applies, Customer will pay reasonable handling, transportation, and diagnostic costs.
Warranty Exclusions. This warranty does not cover issues resulting from: (i) mishandling, improper use or installation, improper site preparation or conditions, neglect, intentional damage, accident, or the elements; (ii) use, maintenance, or storage not in accordance with Documentation; (iii) modifications or repairs not made by Infoblox or its authorized representatives; (iv) normal wear and tear that does not affect functionality (e.g., cosmetic damage); (v) interfaces or use with third‑party software or hardware; or (vi) issues that cannot be reproduced by Infoblox.
DISCLAIMER. EXCEPT FOR THE LIMITED HARDWARE 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.
4) DEFINITIONS
Firmware: Permanent software programmed into the Hardware’s read‑only memory, including applicable updates.
Hardware: Physical devices, appliances, and units of machinery (including parts, elements, components, and accessories) provided under an Order. As used in this Addendum, “Hardware” includes Firmware installed therein unless expressly excluded.
Hardware Warranty Period: One (1) year commencing on the original Delivery Date for the Hardware.