Threat Exposure Management (TEM) Addendum To MCA
This Threat Exposure Management (TEM) Addendum (“Addendum”) is incorporated into the Master Customer Agreement (“MCA”) between Infoblox Inc. (“Infoblox”) and the customer identified in the applicable Order or account (“Customer”). It governs Customer’s subscription and use of the TEM Service. 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 TEM Service. The “Effective Date” is the earliest of those acceptance events. If Customer does not accept, it must not access or use the TEM Service and shall return or delete any access credentials. If there is a conflict between this Addendum and the MCA, this Addendum controls for the TEM Service; otherwise, the MCA governs.
1) ACCESS, USE, 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: (i) access and use the Infoblox Portal or Axur Platform and use the data it makes available (“Licensed Data”); (ii) access and use the TEM Service; and (iii) 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 TEM Service—in each case solely for their internal business purposes, and in accordance with the Documentation and any License Metrics specified in the Order. Licensed Data provided with the TEM Service may be used only with the TEM Service.
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 TEM Service, or any Client Software; (ii) bypass or interfere with security or access controls; (iii) upload or transmit malicious code to the Infoblox Portal or the TEM Service; (iv) modify or create derivative works of the Infoblox Portal, the TEM Service, 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 TEM Service, or Client Software unlawfully or to compete with Infoblox (including competitive analysis, public benchmarking, or marketing); (vii) remove or obscure proprietary notices; or (viii) use the Infoblox Portal, the TD Service, or Client Software other than in accordance with the Agreement and Documentation.
2) CUSTOMER RESPONSIBILITIES
Account; Infoblox Portal Access. To access and use the TEM Service, Customer must have a valid Infoblox Portal and/or Axur Platform account. The Infoblox Portal and/or Axur Platform 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 Infoblox Portal or the Axur Platform: protected health information, non‑public personal information under GLBA, full 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. Customer must maintain internet connectivity and ancillary services, ensure proper configuration and access controls, use the TEM Service lawfully under applicable laws, and cooperate promptly with diagnostics and support (including providing relevant logs and configuration information).
3) SUPPORT AND AVAILABILITY
Infoblox will provide Support for the TEM Service per Exhibit A‑1 (Support Terms) and make the Infoblox Portal and TEM Service available per Exhibit A‑2 (Service Availability and Service Credits). Infoblox does not guarantee that the Infoblox Portal, TEM Service or Support will be available at all times. Service Credits are Customer’s only remedy if the Service Availability target is not met.
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 TEMService. Infoblox and its hosting providers and subprocessors may use, host, store, reproduce, display, and transmit Customer Data as needed to provide and support the TEM Service, 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 and Axur Platform is provided in a multi-tenant environment. Infoblox may modify the Infoblox Portal or Axur Platform 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 or Axur Platform 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 TEM Service 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.
Legacy Pricing Model. If Customer’s Order specifies pricing for the TEM Service based on Licensed Capacity, credits, or other non-Token metrics (“Legacy Pricing”), then the pricing terms set forth in such Order (and any Legacy Pricing schedule incorporated therein) will govern Customer’s payment obligations to the extent of such Legacy Pricing, and the Token-based pricing provisions of this Section 5 will not apply. All other terms of this Addendum remain in full force. Legacy Pricing applies only through the end of the subscription term in which it is specified; any renewal will be subject to then-current Token-based pricing unless Infoblox agrees otherwise in a signed Order.
6) LICENSED CAPACITY; OVERAGES
Licensed Capacity. Use of the TEM Service 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 TEM Service functionality or suspension of Customer’s access to and use of the TEM Service.
7) SUBSCRIPTION TERM AND RENEWAL
Term. The term for each TEM Service 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
TEM Service. The Infoblox security solution that discovers attack surface, provides external exposure detection, and offers remediation capabilities.
Infoblox Portal. The web portal where Infoblox makes Product subscriptions, related applications, content, technology, and information available to customers.
Axur Platform. Web portal where some features and capabilities for Threat Exposure Management exists and provide content and data to customers.
Authorized Users. Individuals with credentials for Customer’s Infoblox Portal or Axur Platform account, including third‑party individuals authorized by Customer.
Quarterly Review. 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. A unit of value purchased and allocated by Customer for TEM Service use.
Token Type. Categories of Tokens identified in the Documentation for particular features, functions, or capacity types.
License Metrics / Licensed Capacity. Quantities, capacities, instances, or feature that limits use as set in the Order or Documentation.
Exhibit A‑1 — Support Terms
1) SCOPE
Support for the applicable TEM Service (“Support”) is available 24×7 through Infoblox’s helpdesk and customer support portal, which includes user guides and knowledge articles. Support is provided in English and covers product features, troubleshooting/diagnosis, configuration guidance, and Workarounds (when applicable). Infoblox will use commercially reasonable efforts to deliver Support in a professional, workmanlike manner. Each request (phone or web) receives a unique case number for ongoing correspondence.
Target Response for Support
| Severity | Definition | Initial Response Target | Commitment (Infoblox and Customer) |
|---|---|---|---|
| 1 | TEM Service down or critically impacted. No known Workaround. | Within 1 business hour | Necessary resources to resolve the issue or evaluate possible Workarounds. |
| 2 | TEM Service operation affected; impact may be high. A Workaround may exist. | Within 2 business hours | Resources during normal business hours to resolve the issue or assess Workarounds. |
| 3 | Moderate to negligible impact to TEM Service; little or no business impact. | Within 1 business day | Resources during normal business hours to restore operation to satisfactory levels. |
| 4 | Requests for information, documentation issues, or enhancement requests. | Within 3 business days | Request-dependent. |
Initial Configuration. Support only includes initial implementation planning or configuration services for up to 30 days after signing purchase order. This excludes custom software development and configuring API integrations with third parties or Customer systems.
Authorized Contacts. Customer will designate “Authorized Contacts” to interact with the Infoblox Global Support Center via the support website or telephone. Authorized Contacts receive unique portal logins. (Infoblox recommends current CDAT/NACS certification for Authorized Contacts who submit requests.)
Onsite Services. Onsite services are not included in Support; they may be purchased separately. Infoblox is not obligated to maintain local service centers or stocking/training locations outside the United States.
2) CUSTOMER RESPONSIBILITIES
Customer Cooperation. Upon request, Customer will provide: (i) ticket ID and description of the issue (ii) expected behavior and(iii) a reproducible test case. Failure to provide needed information may impede diagnosis/resolution and relieves Infoblox of Support obligations to the extent actually impeded.
Limitations. Support is delivered by qualified personnel, but resolution of every issue is not guaranteed. If Infoblox determines a Product defect, Infoblox may provide a remedy in the form of a Workaround. Customer must supply sufficient information (e.g., logs, configs, error messages) to reproduce and resolve incidents.
3) TERM
Support begins on the Infoblox purchase order book date (“Book Date”) and continues for the period specified in the contract notification emailed to Customer upon shipment or renewal.
4) DEFINITIONS
Workaround: A temporary solution to a Software error implemented by Infoblox (or enabled for customers) that restores functionality in line with the Documentation.
Exhibit A‑2 — Service Availability and Service Credits
Availability Commitment. Infoblox will use commercially reasonable efforts to make the TEM product available at least 99.99% of the time in each calendar month (“Service Availability”). If the Monthly Uptime Percentage is below 99.99% for a month, Customer is eligible for a Service Credit as shown below. Availability calculations exclude Maintenance Downtime and other Exclusions listed below. Availability commitments apply only if Customer’s network is configured 24×7×365 per the Documentation so it can use Infoblox’s redundant global infrastructure.
| TEM Service Availability During a Month | Service Credit |
|---|---|
| ≥ 99% | 0 |
| < 99% and ≥ 98% | 1 day |
| < 98% | 5 days |
Requesting Service Credit. Customer must be current on fees and submit a support ticket within 10 business days after the outage, with dates/times and a brief description of unavailability. Infoblox will verify availability and respond within 10 business days after the end of the month of the request. If these requirements are not met, the credit is forfeited. Service Credits are the only remedy if the Service Availability target isn’t met. Credits in any rolling 12‑month period will not exceed 30 calendar days of the TEM Service.
Exclusions. Availability calculations exclude: (a) pre‑release/alpha/beta features; (b) third‑party hosting, internet carrier, or general Internet issues; (c) factors outside Infoblox’s reasonable control (including Force Majeure, denial‑of‑service attacks, or Internet problems beyond the service demarcation point); (d) actions or inactions of Customer or third parties; (e) Customer’s or third‑party equipment, software, or technology outside Infoblox’s control; (f) suspensions or terminations permitted by the Agreement; (h) exceeding usage limits or quotas; or Maintenance Downtime.
Definitions.
“Downtime” means Customer is unable to access the TEM Service via web browser or API due to a service failure, as confirmed by Infoblox.
“Maintenance Downtime” means routine maintenance outside normal working hours (Pacific Time) lasting no more than four (4) hours per instance, with at least forty-eight (48) hours’ prior written notice (including email) to Customer’s main technical contact.
“Monthly Uptime Percentage” means total minutes in a month minus minutes of Downtime, divided by total minutes in that month.
“Service Credit” means the number of days credited as specified in the table above.