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Docebo – Beta Agreement

DOCEBO BETA SOFTWARE PROGRAM AGREEMENT

The terms and conditions contained herein form a binding contract (the “Docebo Beta Software Program Agreement”or “Beta Agreement”) between you (“Customer”, “you”, or “your”) and Docebo Inc. and its affiliates (“Docebo”, “we”, or “us”). Docebo is developing certain software (the “Beta Software”), which is currently still in development and in experimental form. These Terms and Conditions govern your access to and use of the Beta Software. 

THESE TERMS AND CONDITIONS TAKE EFFECT WHEN YOU ENGAGE WITH THE BETA SOFTWARE (the “Effective Date”). BY ENGAGING WITH THE BETA SOFTWARE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS; (C) IF ENTERING INTO THESE TERMS AND CONDITIONS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY; AND (D) ACCEPT AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

The Customer is invited by Docebo to test the Beta Software and this Agreement will govern the terms related to the access to and use of such Beta Software, and to the extent applicable, will hereby replace and take precedence over any other clause related to Beta Software or Beta release contained in any existing agreements between Docebo and Customer.

In consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

  1. LICENSE GRANT, RESTRICTIONS AND FEEDBACK. Subject to the Customer’s compliance with this Agreement, Docebo hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Beta Software as of the Agreement Effective Date. Use and testing of the Beta Software is for internal use only. The Customer agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to the Customer hereunder. For clarity, there is no co development or development activities required from the Customer regarding use and testing of the Beta Software. All title, ownership rights, and intellectual property rights in and to the Beta Software, the accompanying documentation, and all Feedback (defined herein) and copies thereof, are and will remain owned exclusively by Docebo. “Feedback” means disclosures and information made by the parties about the Beta Software, suggestions for enhancement, new features or corrections related to Beta Software, or any improvements for the use or implementation of the same. Notwithstanding any other provision of this Agreement, Docebo shall be free to incorporate any Feedback into its products and services without any duty to account to Customer, and Customer shall have no claims of ownership in the products or services into which the Feedback is incorporated. All right, title and interest to the manner in which the Feedback is incorporated shall be owned by Docebo, including any intellectual property rights thereto, and Docebo may make, have made, use, sell, modify, sublicense, copy, distribute and otherwise exploit its products and services which incorporate the Feedback.
  1. CONFIDENTIAL INFORMATION. The Customer agrees that the Beta Software and any information concerning the Beta Software and any other information disclosed by Docebo to the Customer in connection with this Agreement will be considered and referred to in this Agreement as “Confidential Information.” The Customer agrees to hold all Confidential Information disclosed to the Customer by Docebo in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Confidential Information disclosed by Docebo to any third party, or utilize the Confidential Information disclosed by Docebo for any purpose whatsoever other than as expressly contemplated by the Agreement. The foregoing obligations shall not apply if and to the extent that: (i) the Customer establishes that the information communicated was publicly known at the time of the Customer’s receipt or has become publicly known other than by a breach of this Agreement; (ii) prior to disclosure hereunder was already in the Customer’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to any disclosure hereunder, the information is obtained by the Customer on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the Customer without any use of any of the Confidential Information as evidenced by appropriate documentation.
  1. DATA PROCESSING. The Customer acknowledges and agrees that by using the Beta Software, Docebo may receive certain information about the Customer, including without limitation, personal data, and the Customer hereby consents to Docebo’s collection, use, disclosure, and processing of such information in accordance with that certain Data Processing Addendum entered into by and between the Customer and Docebo.
  1. NO SUPPORT OR MAINTENANCE; NO FUTURE PRODUCT. During the term of this Agreement, Docebo is not obligated to provide the Customer with any maintenance, technical or other support for the Beta Software. The Customer acknowledges that Docebo has no express or implied obligation to announce or make available a commercial version of the Beta Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Beta Software licensed hereunder.
  1. NO WARRANTY. NEITHER DOCEBO, ITS AFFILIATES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY NATURE OR KIND WHATSOEVER TO THE CUSTOMER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE BETA SOFTWARE OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND, THE BETA SOFTWARE IS PROVIDED TO THE CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS.

    WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE BETA SOFTWARE WILL BE TIMELY, ERROR FREE OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED OR THAT THE BETA SOFTWARE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  1. DISCLAIMER OF LIABILITY. IN NO EVENT SHALL DOCEBO, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE BETA SOFTWARE, INCLUDING WITHOUT LIMITATION, FAILURE OF THE ESSENTIAL PURPOSE, EVEN IF DOCEBO HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
  1. TERM AND TERMINATION. This Agreement will continue in effect and will terminate upon the earlier of (a) the initial commercial release by Docebo of a generally available version of the Beta Software or (b) the automatic expiration or termination of the Beta Software, at Docebo’s discretion. For clarity, to the extent applicable, if Customer is testing more than one Beta Software at one time then Docebo can terminate Customer’s access to any of the Beta Software and this Agreement may remain effective for future Beta Software testing offered and directed by Docebo. Either party may terminate this Agreement at any time for convenience by providing the other party advance written notice thereof. Docebo shall have the right to immediately terminate this Agreement and any licensee rights with respect to the Beta Software without notice in the event of a material breach of this agreement and/or improper disclosure of Confidential Information as specified under Section 2 (Confidential Information) above. Upon any expiration or termination of this Agreement, the rights and licenses granted to Customer under this Agreement shall immediately terminate, and Customer shall immediately cease using and will return to Docebo (or, at Docebo’s request, destroy) the Beta Software and all other tangible items in Customer’s possession or control that are proprietary to Docebo or contain Confidential Information. 
  1. NO WAIVER OR ASSIGNMENT. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Docebo, and no single waiver will constitute a continuing or subsequent waiver. This Agreement may not be assigned by the Customer in whole or in part. Any contrary assignment shall be null and void.
  1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of Ontario.
  1. SURVIVAL. Termination of this Agreement shall not affect Section 1 (License Grant, Restrictions and Feedback), Section 2 (Confidential Information), Section 6 (Disclaimer of Liability), Section 9 (Governing Law) and Section 11 (Severability; Entire Agreement), all of which shall expressly survive such termination.
  1. SEVERABILITY; ENTIRE AGREEMENT. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the Beta Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.