Additional Terms and Conditions for ELB Professional Services
These Additional Terms and Conditions for ELB Professional Services (“Additional Terms and Conditions”) form part of the Master Services Agreement or other services agreement (“MSA”) (including all Order Form(s), SOW(s) and other ordering agreements entered under any MSA (each such ordering agreement, a “SOW”) between Docebo and Customer, specifically as they pertain to certain professional services (“ELB Professional Services”) provided by Plato eLearning, LLC d/b/a ELB Learning (“ELB”). Any capitalized terms not defined herein shall have the meanings ascribed to them in the MSA or SOW, as applicable. In the event of any inconsistency or conflict between these Additional Terms and Conditions and any other terms and conditions of the MSA, SOW, or any Schedules or Exhibits, these Additional Terms and Conditions shall take precedence or replaces and supersedes the corresponding section of the MSA, SOW, or any Schedules or Exhibits, as they relate to ELB Professional Services.
- Restrictions. All restrictions and reservations related to Professional Services under the MSA shall apply to ELB Professional Services.
- Intellectual Property Rights. ELB retains ownership of any pre-existing Intellectual Property Rights and any Intellectual Property Rights developed or licensed by ELB that are independent of the applicable SOW (“Background IP”). Subject to Customer’s fulfilment of all obligations under the applicable SOW, ELB grants Customer a non-exclusive, non-transferable, limited license to use the Background IP solely as incorporated into the specific tangible work product that ELB is required to deliver to the Customer as specified in the applicable SOW, for Customer’s internal business purposes as set forth in the applicable SOW. Customer shall not: (a) disassemble the Background IP or any portion thereof; (b) rent, lease, sublicense, sell, transfer or otherwise grant rights in or to the Background IP (in whole or in part) to any third party in any form; (c) use the Background IP for third-party training, commercial time-sharing or service bureau use; or (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Background IP. Except as otherwise expressly provided herein, nothing in the MSA shall be deemed to grant, directly or by implication, estoppel or otherwise, any right or license with respect to any Background IP or other intellectual property rights of ELB or its licensors, and ELB and its licensors retain all right, title and interest in and to the Background IP. Customer hereby acknowledges that the Background IP constitute confidential information of ELB and its licensors. Customer agrees that during the term of the MSA and thereafter, Customer shall not publicly divulge, disseminate, publish or otherwise disclose any Background IP without prior written consent, which consent may be withheld in ELB’s sole discretion.
- Customer Materials. Customer represents and warrants that it possesses all necessary rights and consents concerning any content, data, or other materials provided to ELB for the performance of the ELB Professional Services under the applicable SOW (“Customer Materials”), ensuring no infringement of Intellectual Property Rights or violation of laws. Customer agrees to indemnify and hold harmless ELB from any claims, damages, liabilities, costs, and expenses arising from Customer Materials.
- Non-Solicitation. During the term of the applicable SOW and for one year thereafter, Customer agrees to not solicit any ELB personnel who are involved in the provision of ELB Professional Services.
- Data Processing. The ELB Professional Services do not involve the processing of Customer’s Personal Data, and any obligations related to data processing in the Agreement shall be inapplicable to ELB.
- Right to Suspend Access. ELB reserves the right to suspend performance of ELB Professional Services, with or without notice, if ELB reasonably believes that Customer is in violation of any terms of the MSA or these Additional Terms and Conditions, or if such suspension is necessary to prevent harm to ELB or its other customers. ELB shall not be liable for any damages or losses incurred by Customer as a result of such suspension.
- Extension of Protections. All protections, limitations, warranties, disclaimers, indemnities, and confidentiality obligations, provided to Docebo for Services under the MSA are hereby extended to ELB with respect to ELB Professional Services.
- Maximum Liability. NOTWITHSTANDING TO THE CONTRARY SET FORTH IN THE MSA, THE CUMULATIVE LIABILITY OF DOCEBO AND ELB TO CUSTOMER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO DOCEBO FOR THE SPECIFIC ELB PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE SOW WITHIN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.
- Governing Law and Jurisdiction. For all matters relating to the ELB Professional Services, the MSA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding with respect to the ELB Professional Services shall be brought exclusively in the state or federal courts located in Delaware.