ADDITIONAL TERMS AND CONDITIONS FOR ELB SOLUTIONS
These Additional Terms and Conditions for ELB Solutions (“Additional Terms and Conditions”) consist of an Addendum to the Master Services Agreement (“MSA”) between Docebo and Customer and an Addendum to the Data Processing Addendum (“DPA”) between Docebo and Customer. These Additional Terms and Conditions form part of the Agreement, specifically as they pertain to certain products and services (“ELB Solutions”) 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 DPA, 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, DPA, Order Form, SOW, or any Schedules or Exhibits, these Additional Terms and Conditions shall take precedence or replaces and supersedes the corresponding section of the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits, as they relate to ELB Solutions.
ADDENDUM TO MSA
- Access to ELB Solutions; Restrictions. All restrictions and reservations related to Services under the MSA shall apply to ELB Solutions. For the purposes of ELB Solutions, Customer shall limit access to ELB Solutions to those individuals who are Customer’s employees, agents, and independent contractors within a specific department or business unit. Such access to the ELB Solutions shall be solely for the purpose of internal training and professional development. Without limiting the generality of the foregoing, ELB Solutions shall not be used for any marketing, advertising, or promotional purpose; made available, in whole or in part, via any public-facing website, social media channel, or otherwise to any third party; monetized or otherwise exploited for commercial gain through any means; or to promote any political agenda.
- Intellectual Property Rights. All title, ownership rights, and Intellectual Property Rights in ELB Solutions (and all Derivative Works and copies thereof) are and will remain owned exclusively by ELB or as applicable its licensors. ELB will also retain all Intellectual Property Rights in any Professional Services or Additional Services related to ELB Solutions, unless and to the extent that the Parties agree that the same are intended to be transferred to Customer in connection with the performance of and payment thereof, as indicated in the applicable Order Form or SOW. Customer agrees to maintain the confidentiality of any confidential information received from ELB in connection with the ELB Solutions.
- Technical Requirements. ELB Solutions are web-based applications optimized for PC and Mac desktops and laptops, and certain mobile devices.ELB officially supports the most updated as well as the last two major versions of the following browsers:
- For Desktop: Chrome and any Chromium derivatives, (Microsoft Edge, Opera), Firefox, and Safari*
- For Mobile: (i) all Apple product browsers, including but not limited to, Safari*, Chrome, and Firefox; and (ii) Android Chrome* Learners may use scenarios from CenarioVR on Safari, but authors cannot use Safari for creating scenarios.
- Support. Notwithstanding section 3.6 of the MSA, ELB will provide customer care and support services directly to the Customer in accordance with the support services via the following link: https://www.docebo.com/company/elb-helpdesk-support-services. Neither ELB nor Docebo shall be responsible for any customer support services outside of the terms stated or incorporated herein; and premium support packages offered by Docebo as further described in the link provided in section 3.6 of the MSA (even if stated on the applicable Order Form that includes the ELB Solutions) are not be applicable to any ELB Solutions.
- Customer Personal Data.
- Processing of Personal Data. Where ELB processes Customer Personal Data (as defined below) under the MSA for purposes of ELB Solutions, the terms set forth in the Addendum to DPA apply.
- Security Matters. Security measures applied to the ELB Solutions are substantially similar to those detailed in the Docebo’s IPSS and the DPA. Variations applicable to the ELB Solutions are as set forth in the Addendum to the DPA.
- Right to Suspend Access. ELB reserves the right to suspend Customer’s access to ELB Solutions, with or without notice, if ELB reasonably believes that Customer is in violation of any terms of the Agreement, 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.
- AI Settings. AI functionality is controlled at the Solution level, requiring AI functionality to either be entirely “on” or entirely “off” for each Solution. It is the sole responsibility of the Customer to ensure that AI functionality is set or reset to the desired “on” or “off” state, based on the initial default configuration of each Solution. Neither Docebo nor ELB is responsible for any actions or inactions by End Users that result in AI functionality being adjusted contrary to Customer’s intentions within a Solution. No Customer Personal Data is processed in the AI functionality. The AI functionality is provided to the Customer in accordance with the terms and conditions found at the following link: https://elblearning.com/ai-terms-docebo.
- 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 Solutions.
- Maximum Liability. NOTWITHSTANDING SECTION 10.2 OF 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 SOLUTION GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER FORM OR 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 Solutions, the Agreement 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 Solutions shall be brought exclusively in the state or federal courts located in Delaware.
ADDENDUM TO DPA
- ELB as Docebo’s Sub-processor. For the purposes of the ELB Solution, Customer acknowledges and authorizes the use of ELB as Docebo’s Sub-processor.
- Customer Personal Data. For purposes of the ELB Solutions, “Customer Personal Data” is limited to the Personal Data of individual End Users that is provided or made available to ELB as a Sub-processor of Docebo. The category of Customer Personal Data that must be provided to use ELB Solutions is limited to End Users’ professional contact information including, first name, last name, business title, business email address, and, in some cases business telephone number, online identifiers and system usage data. Customer acknowledges that except as provided in the preceding sentence, it has sole control over the categories, types, and individual Personal Data elements made available by or on behalf of Users to the ELB Solutions.
- Data Storage and International Transfer. For the purposes of the ELB Solutions, Customer Personal Data is Processed in the Amazon Web Services (“AWS”) location based in the United States. Transfer of Customer Personal Data requiring special protections, including but not limited to Personal Data originating in the European Economic Area (EEA) or the United Kingdom to the United States, shall be conducted in compliance with the applicable data protection laws. Such transfers shall be subject to Standard Contractual Clauses (together with UK Addendum, where applicable) or a similar contractual mechanism approved by the applicable jurisdiction.
- Security Responsibilities of ELB.
- ELB Security Programs. ELB has implemented and maintains reasonable technical and organizational measures to protect Customer Data and Customer Personal Data against accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access as described in the ELB Security Program Overviews available at the following links: CenarioVR and The Training Arcade®.
- Application User Access. ELB Solutions allow for configuration of passwords where the ELB Solutions are deployed via approved SSO modalities. For non-SSO deployments, password configuration is set as a minimum password length of 8 characters that must include one upper case, one lower case, one number, and one symbol. The primary administrator password is changed at first sign-in.
- Malicious Code Protection. ELB utilizes Windows Defender, the system’s built-in antivirus solution, for protection on organization-owned workstations. This approach ensures continuous and up-to-date protection without the need for a separate centrally managed endpoint antivirus solution.
- System Development and Maintenance. ELB Solutions code is reviewed and validated by a senior developer or at least one other developer against the security requirements and coding guidelines and a static and dynamic code/program analysis are conducted as appropriate or when and if available prior the release on production.
- Extension of Protections. All protections, limitations, and disclaimers, and indemnities provided to Docebo under the DPA are hereby extended to ELB with respect to its processing of Customer Personal Data as Docebo’s Sub-processor. THE CUMULATIVE LIABILITY OF DOCEBO AND ELB ARISING OUT OF OR RELATED TO ELB’S PROCESSING OF CUSTOMER PERSONAL DATA AS DOCEBO’S SUB-PROCESSOR, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO DOCEBO FOR THE SPECIFIC ELB SOLUTION GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER FORM OR SOW WITHIN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.