Infoblox Portal Addendum
This Infoblox Portal Addendum to the Master Purchasing Agreement (together, the “Agreement”) sets forth the additional terms and conditions for Customer’s use of the Infoblox Portal. If Customer does not accept the terms of this Addendum, it must not use the Infoblox Portal and shall delete or return any access keys or credentials, as applicable, to Infoblox or the applicable Authorized Reseller. Capitalized terms shall have the meaning ascribed to them in Section 12 or elsewhere in the Agreement.
1. USE OF INFOBLOX PORTAL
(a) Account Management; Access. To access or use the Infoblox Portal or any related Product, application, content, technology or information made available through the Infoblox Portal, Customer must have a valid account. Customer will be prompted by the Infoblox Portal or contacted by email to either create an account or to log in using Customer’s account credentials for the Infoblox Portal. After placing an Order, Customer will be notified via email at the email address provided with the Order. Customer is responsible for ensuring that Customer’s email and other account information remain current, for carefully storing and safeguarding Customer’s account access credentials, and for ensuring that Authorized Users do not circumvent security or authorization protocols to access Customer’s account or otherwise gain access to the Infoblox Portal other than through means permitted by Infoblox.
(b) Use Rights. Subject to the terms of the Agreement, Customer is hereby granted a non-exclusive, non-transferable, non-sublicensable, time-limited, and revocable license to access and use the Infoblox Portal, including the data made available through the Infoblox Portal (“Licensed Data”) and to permit Authorized Users and third parties to access and use the same for Customer’s internal business purposes or as otherwise authorized in the Agreement. Certain Products may be bundled with subscriptions to specified Licensed Data, in which case Customer may only use such Licensed Data with the Product with which it is provided. If Customer wishes to use such Licensed Data with other services or third-party products, Customer must purchase a separate license for such use. Additionally, certain software designated by Infoblox may be made available through the Infoblox Portal to access and use the applicable Products. Any such software is licensed for download, installation, and use by Customer or Authorized Users in object code and other formats only to the extent necessary to access and use the applicable Product in accordance with the Agreement, the applicable Documentation, or any additional terms published by Infoblox for the Infoblox Portal. If Infoblox updates the functionality or user interface of the Infoblox Portal or the related software, adds any new features, or changes the access configuration, then the use rights and restrictions provided herein shall also apply to such updates, additions, or changes, as applicable. Access and use of the Infoblox Portal is subject to any license, capacity, or processing limitations or restrictions set forth in the applicable Order, Documentation, and/or additional terms for the applicable Product.
(c) Responsibility for Authorized Users. Customer is responsible for all activities that occur under its account and any use of the Infoblox Portal by Authorized Users. Customer shall ensure that all Authorized Users comply with the terms and conditions of the Agreement, and shall be liable for any damages, liabilities, or other consequences arising from Authorized User’s use of the Infoblox Portal and the Products. If Customer becomes aware of any violation of the Agreement by an Authorized User or any other unauthorized use, data access, or other security breach, Customer shall immediately (i) terminate the relevant Authorized User’s access to the Products and/or the Infoblox Portal and (ii) promptly notify Infoblox in writing.
2. THIRD-PARTY SERVICES AND OUTSIDE LICENSES
The Products and Licensed Data may be provided by Infoblox or a third-party service provider, as identified in the Documentation. In some cases, third-party service providers may permit Customer to make use of “bring your own licenses” or subscription access codes that Customer has separately obtained outside of the Infoblox Portal (“Outside Licenses”). Outside Licenses are subject to any additional restrictions and limitations imposed by the licensor from whom Customer obtained the Outside License and Customer is responsible for ensuring compliance with the same. To make use of an Outside License via the Infoblox Portal, there must be a corresponding Infoblox Portal listing for the same Products which is enabled to accept activation by an Outside License. Not all Outside Licenses may be used to obtain Products via the Infoblox Portal. Infoblox authorizes Customer’s use of Outside Licenses in its sole discretion and reserves the right to deny the use of Outside Licenses via the Infoblox Portal at any time. Infoblox neither represents or warrants, nor assumes responsibility for third-party services or Licensed Data, including Outside Licenses, regardless of whether they were acquired via the Infoblox Portal. Furthermore, Infoblox is under no obligation to offer support for these third-party services. If Customer incurs fees for use beyond the scope or term of an Outside License, Customer agrees to be solely responsible for payment of such fees and to fully indemnify and hold Infoblox harmless against any third-party claims for fees relating to Outside Licenses used by Customer via the Infoblox Portal.
3. RESTRICTIONS ON INFOBLOX PORTAL
Customer shall have no right to, and shall not, directly or indirectly: (i) disclose, distribute, market, rent, lease, assign, sublicense, pledge, or otherwise transfer any portion of the Infoblox Portal, in whole or in part, to any third party, or allow the same to be accessed or used by or on behalf of any third party except as permitted herein; (ii) attempt to bypass any measures Infoblox or its licensors may use to prevent access to the Infoblox Portal, or otherwise interfere with the Infoblox Portal, compromise the system integrity or security of the Infoblox Portal, or decipher any transmissions to or from the servers running the Infoblox Portal; (iii) knowingly upload invalid data, viruses, worms, or other software agents through the Infoblox Portal; (iv) modify, alter or create any derivative work based upon the Infoblox Portal; (v) reverse engineer, decompile, disassemble, or otherwise seek to discover any underlying source code or algorithms of the Infoblox Portal, except to the limited extent that applicable law expressly prohibits reverse engineering restrictions; (vi) use the Infoblox Portal for any unlawful, unauthorized, fraudulent, or malicious purpose; (vii) use the Infoblox Portal for purposes of competing with Infoblox, including for competitive analysis, benchmarking or marketing; (viii) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Infoblox Portal; or (ix) use the Infoblox Portal except in accordance with the Agreement, any applicable additional terms, and the Documentation published by Infoblox, or the relevant third-party service provider, as applicable.
4. CHANGES TO INFOBLOX PORTAL
Infoblox provides the Infoblox Portal in a multi-user environment and therefore reserves the right to modify or discontinue the Infoblox Portal. Infoblox may modify the Infoblox Portal at any time without materially degrading its functionality or security features. For current subscriptions, Infoblox may degrade the functionality of the Infoblox Portal or discontinue the Infoblox Portal only if changes are necessitated by (i) applicable law, (ii) changes imposed on Infoblox by its third-party hosting providers or subprocessors; (iii) the termination of Infoblox’s relationship with a third-party provider of software or services integral to its provision of the Infoblox Portal; or (iv) the lack of customer acceptance or adoption. For the avoidance of doubt, Infoblox does not maintain prior versions of the Infoblox Portal.
5. CLOUD SUBSCRIPTION TERM AND RENEWAL
(a) Term. The term of each Product subscription will commence on the date that Infoblox sends Customer an email notification of access for the applicable Product or otherwise provides Customer access to the Infoblox Portal and will continue through the end date stated in the notification from Infoblox (the “Subscription Term”), which will correspond to the duration indicated in the Order. The term length of an Outside License will be that separately purchased by Customer for the Outside License; Infoblox will not provide notice of expiring Outside License terms and will not be responsible for termination or deactivation of third-party services at the end of an Outside License term. Accessing an Outside License through Infoblox Portal will not affect the Subscription Term or scope originally purchased for the Infoblox Portal.
(b) Renewal. Unless otherwise provided in the applicable Documentation or in the additional terms for a Product, the Subscription Term will not automatically renew. Infoblox will provide notice prior to the end of the Subscription Term. If Customer does not place a renewal Order to extend its subscription, upon expiration of the Subscription Term, Customer’s right to access the Product via the Infoblox Portal will terminate and Customer shall cease all use of the Infoblox Portal, including any Licensed Data. Infoblox may change or increase fees or the pricing structure for the Products at the time of renewal by providing at least sixty (60) days’ prior written notice of such change.
6. SERVICE AVAILABILITY
During the Term, Infoblox will use commercially reasonable efforts to make the Infoblox Portal operational and available to Customer in accordance with Service Availability and Service Credits set forth in Exhibit A.
7. USE OF CUSTOMER CONTENT
In connection with Customer’s use of the Infoblox Portal, Customer may submit Customer Data, including but not limited to registration information, search queries, data uploads or other content (collectively, “Content”). In order for Infoblox to provide the Infoblox Portal for Customer’s use, Customer grants Infoblox a worldwide, royalty-free license to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, and archive the Customer Data. Infoblox may use third-party hosting services and third-party subprocessors to provide the Infoblox Portal and may permit such third-party providers to exercise the rights licensed herein as necessary to provide services to Infoblox. Customer Data that does not identity Customer’s organization or contain personally identifiable information is Anonymized Data under the Agreement. Nothing herein is intended to limit Infoblox’s right to collect and use data relating to the use and performance of the Infoblox Portal and related technologies as further described in Infoblox’s Privacy Policy as updated from time-to-time. In the event of any conflict between this Agreement and the Privacy Policy, this Agreement will control.
8. CUSTOMER RESPONSIBILITIES
The subscription fees for the applicable Products do not include any equipment or software (other than as required to access or utilize the Products, or any ancillary third-party services needed by Customer to connect to or access the Products (such as an internet access connection), all of which shall be Customer’s sole responsibility. Customer shall provide Infoblox technical data and other information that Infoblox reasonably requests to enable Infoblox to provide Customer with access to the Infoblox Portal. Customer is responsible for (i) properly configuring the Infoblox Portal in accordance with the Documentation, (ii) ensuring Authorized Users’ compliance with this Agreement, (iii) using commercially reasonable efforts to prevent unauthorized access to or use of Products; (iv) using the Infoblox Portal solely for lawful purposes and in compliance with all applicable laws and regulations; and (v) using the Infoblox Portal in strict accordance with Infoblox’s Acceptable Use Policy.
9. CONFIDENTIALITY
For clarity, Customer Data is Confidential Information of Customer. Infoblox will not use or disclose Confidential Information except as permitted by the Agreement. For clarity, all End User Data, Licensed Data, Usage Data, Anonymized Data, software, and other non-public information included in the Infoblox Portal is considered Confidential Information of Infoblox and its licensors.
10. SECURITY
Infoblox has implemented commercially reasonable, industry-standard technical and organizational measures designed to secure Content from accidental loss and from unauthorized access, use, alteration or disclosure. Infoblox’s third-party hosting providers and subprocessors are also required to implement and maintain a formal security program that is designed to provide at least the same level of protection as Infoblox’s own technical and organizational measures.
11. THIRD PARTY CLAIMS
Customer shall defend, indemnify, and hold Infoblox and its licensors and their officers, directors, agents and employees harmless from and against any and all claims and allegations relating to Customer’s failure to comply with Outside License terms, breach of this Addendum, or violation of Infoblox’s Acceptable Use Policy, or violation of any law.
12. DATA AND TRANSFER
In addition to terms and conditions set forth in the Agreement and the DPA, Customer represents and warrants that in connection with its use of Infoblox Portal, Customer and Authorized Users will not upload to the Infoblox Portal any (a) protected health information (as that term is used in the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time), (b) nonpublic personal information (as that term is used in the Gramm-Leach-Bliley Act, also known as the Financial Services Modernization Act of 1999), (c) payment card data (as regulated by the Payment Card Industry Security Standards Council), or (d) sensitive personal information or sensitive personal data (as such terms are used in state breach notification laws, European Union privacy directives, or other similar legislation). Infoblox reserves the right to manage bandwidth or route traffic across the Internet in a commercially optimal way.
13. DEFINITIONS
(a) “Authorized Users” means individuals who have access credentials to Customer’s Infoblox Portal account, including individuals of third parties to whom Customer has facilitated or permitted access to its Infoblox Portal account, or who are otherwise authorized or permitted by Customer to access or use its Infoblox Portal account or Product subscription.
(b) “Infoblox Portal” means the web portal where Infoblox’s Product subscriptions, related applications, content, technology, and other information are made available by Infoblox and accessed by its customers.
Exhibit A
Service Availability and Service Credits
1. Service Availability. During the Term, Infoblox will use commercially reasonable efforts to make the Infoblox Portal operational and available to Customer at least 99.9% of the time in any calendar month (the “Service Availability”). Operational and available refers to the Infoblox Portal login and configuration changes to the Products. If the Monthly Uptime Percentage does not meet the Service Level Availability in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive a credit as follows:
| Uptime | Days Credited |
| > = 99.9% | 0 |
| < 99.9% – ≥ 98.0% | 3 |
| < 98.0% – ≥ 95.0% | 7 |
| < 95.0% | 15 |
2. Customer Must Request Service Credit. To receive Service Credit, Customer must (i) be current on fees due for the Products, and (ii) request a Service Credit via a support ticket submitted to Infoblox Support within 30 business days after the outage giving rise to the Service Credit. Requests for Service Credits must include a description of the outage with dates and times of unavailability. For each request submitted by Customer, Infoblox will research the incident(s) to determine if the availability was not met in accordance with the requirements above. Failure by Customer to comply with these requirements will result in the forfeiture of Customer’s right to receive a Service Credit for the incident. In no instance will the Service Credits exceed 10% of the quarterly fees paid for Products.
3. Exclusions. The Service Level Availability does not apply to service unavailability due to (a) Maintenance Downtime, defined as routine maintenance that occurs outside of normal working hours (Pacific Time) and continues for no more than four hours in any one instance; (b) periods of unavailability or internet carriers, or errors (i) caused by factors outside of Infoblox’s reasonable control, including any Force Majeure event, denial-of-service attack or Internet access or related problems beyond the demarcation point of the Product; (ii) that resulted from any actions or inactions of Customer or any third-party; and (iii) that resulted from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third-party equipment within Infoblox’s direct control. Infoblox reserves the right to fully investigate any claim of unavailability and Service Credit request prior to issuing a Service Credit in accordance with this Exhibit A.
4. Definitions.
“Downtime” means if Customer is unable to access the Product by means of a web browser and/or API as a result of failure(s) in the Product, as confirmed by Infoblox.
“Maintenance Downtime” means routine maintenance that occurs outside of normal working hours (Pacific Time) and continues for no more than four hours in any one instance, so long as Infoblox provides Customer at least 48 hours prior written notice (including by email) to Customer’s main technical contact on file with Infoblox.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
“Service Credit” means the number of days by which Infoblox will credit Customer, according to the table above. Service Credits shall be Customer’s sole and exclusive remedy for Service Availability failures.
Last Updated – Sept. 2024