The following are the terms of use (“Terms and Conditions”) under which the Honorlock, Inc. (“Honorlock”) grants the Customer the right and access to use the Honorlock’s online exam proctoring solution (the “Proctoring Solution”). Docebo and Honorlock shall hereinafter collectively be referred to as “We”.
In the event of any consistency between the terms of these Terms and Conditions, and any other terms and conditions between Docebo and Customer, including the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits thereto, and/or any other contractual documentation entered into between Customer and Docebo, these Terms and Conditions shall take precedence. Capitalized terms not otherwise defined herein shall have the meaning prescribed to them in the MSA.
- License Grant. Subject to Customer’s full compliance with these Terms and Conditions and any other terms and conditions including the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits entered into between Customer and Docebo, Customer is granted a non-exclusive, limited, nontransferable, non-sublicenseable right to access and use the Proctoring Solution during the Customer’s Term.
- Restrictions On Use:
- Customer will not, and will ensure that End Users, its employees, contractors, agents, Affiliates will not: (a) use or deploy any of the Proctoring Solution in violation of applicable laws, rules or regulations, or for any reason other than for the Proctoring Solution’s intended purpose as set forth in the Documentation and/or this Agreement; (b) copy all or any portion of the Proctoring Solution (except for internal training purposes); (c) modify, translate or create any derivative works based upon any of the Proctoring Solution; (d) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from any of the Proctoring Solution or any part thereof (except to the extent that such restriction is not permitted under applicable law); (e) make any of the Proctoring Solution available to any unauthorized third parties; (f) distribute, disclose, market, lease, assign, sublicense, pledge or otherwise transfer any of the Proctoring Solution; (g) perform, or release the results of, benchmark tests or other comparisons of any of the Proctoring Solution with other software, services, or materials; (h) permit any of the Proctoring Solution to be used for or in connection with any facility management, service bureau or time-sharing purposes, services or arrangement, or otherwise used for processing data or other information on behalf of any third party; or (i) use any of the Proctoring Solution other than in accordance with the terms and conditions of these Terms and Conditions and the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits, and/or any other contractual documentation entered into between Customer and Docebo.
- Warranty Disclaimer
In addition to all disclaimers set out in the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits, and/or any other contractual documentation entered into between Customer and Docebo, We expressly disclaim any and all responsibility for third-party content, third-party links and websites and any other content not posted by Honorlock within the Proctoring Solution. - Copyright and Exam Integrity Issues.
- Takedown Notices. The Proctoring Solution may include a feature that searches certain third-party websites and sends takedown notices when content appears to be identified on those sites that potentially infringes Customer’s Subscriber Content (as defined below). If this takedown feature is included in Customer’s Proctoring Solution, Customer hereby authorize us to send takedown notices on Customer’s behalf and, upon Honorlock’s request, Customer will (and will cause any applicable Administrator, as defined below, to) execute and file any documents and take any other steps that we may deem necessary to establish and/or validate such authorization. The Customer hereby represent and warrant that Customer and Customer’s Administrators have all necessary rights, title, and interest in and to the Subscriber Content and all appropriate authority necessary to provide us with the authorization in this section, and that Customer and Customer’s Administrators have accurately identified the owner of such Subscriber Content. The Customer may request Honorlock to send a takedown notice or Honorlock may send a takedown notice at its own discretion, but We cannot guarantee that any takedown notice will be sent, acknowledged, or honored, and We disclaim all representations, warranties, and liabilities with respect thereto.
- Exam Integrity Issues. We do not and cannot guarantee that any such measures We implement that are designed to improve and safeguard the integrity of the exam taking process will be successful, and We disclaim all representations, warranties, and liabilities with respect thereto.
For the purposes of this section 4:- “Administrators” means Customer’s current employees, faculty, contractors, or agents whom Customer authorizes to access and use the Proctoring Solution; provided, however, that any contractors’ or agents’ access to and use of the Proctoring Solution will be limited to their provision of services to Customer.
- “Feedback” meansfeedback, comments, and suggestions provided with respect to the Proctoring Solution.
- “Subscriber Content” means (i) any data, media, and other materials that are submitted by Customer or its End Users to the Proctoring Solution including, without limitation, schedules, curricula, exams, exam answers, and logos, but excluding, however, any Feedback and (ii) video recordings of an exam administered through the Proctoring Solutions.
- Honorlock as Docebo’s Sub-processor. For the purposes of the Proctoring Solution, Customer acknowledges and authorizes the use of Honorlock as Docebo’s Sub-processor, and all transfer and provision of Customer Personal Data (as defined below) to Honorlock shall be in accordance with applicable laws.
- Customer Personal Data. For purposes of the Proctoring Solution, “Customer Personal Data” is limited to the Personal Data of End Users that is provided or made available to Honorlock as a Sub-processor of Docebo. The category of Customer Personal Data that must be provided to use the Proctoring Solution is limited to End Users’ name, email address, face photo/identification images, webcam recording, 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 End Users to the Proctoring Solution.
- Data Storage and International Transfer. For the purposes of the Proctoring Solution, Customer Personal Data is processed in the Amazon Web Services (“AWS”) location based in the United States. The Customer agrees that the provision of proctoring alert investigation and support services, as set out in the Agreement, may require access to Customer Personal Data by Honorlock’s Affiliates and Sub-processors on an as needed basis from the United States, Canada and/or Philippines.
- Honorlock Security Programs. Honorlock 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 Honorlock Security Program Overview available at the following link.
- Data Retention. Notwithstanding the general requirements of Section 7 of the DPA, the Customer acknowledges Honorlock will carry out the deletion of the terminated Customer Data within twelve (12) months from the termination of the Agreement and, on Customer request, may provide the Customer with written confirmation of such deletion.
- Prohibited Use of the Software Services. The Customer acknowledges and agrees that the Proctoring Solution is not intended to be used for any purposes specified in paragraph 3 and 4 of Annex III of the Regulation (EU) 2024/1689 (“EU AI Act”). The Customer represents and warrants that they will not use the Proctoring Solution:
- to make decisions affecting terms of work-related relationships (e.g., recruitment or selection of persons, promotion or termination of work-related contractual relationships);
- to be used to allocate tasks based on individual behavior or personal traits or characteristics;
- to be used to monitor and evaluate the performance and behavior of persons in work-related relationships;
- to be used for the evaluation or classification of natural persons based on their social behavior or personal characteristics, or for general purpose emotion recognition;
- to evaluate learning outcomes within the scope of Annex III, paragraph 3(b) of the EU AI Act;
- in any capacity that would be deemed as or classified as “prohibited” or “high-risk” under the EU Al Act, or a similarly defined classification under any legislation or regulations governing artificial intelligence and/or automated decision-making.