Docebo – Software Service Addendums
Last Updated: July 10, 2023
(LMS software service / E-Learning platform)
The below terms are incorporated into the Agreement as if specifically set for therein in relation to the provision of the certain Services by Docebo. Except as specifically provided herein, all other terms and conditions contained in the Agreement shall remain in full force and effect. Any capitalized term used in this addendum and not defined herein shall have the meaning set forth in the Agreement. In the event of a conflict between this Addendum and the Agreement, this Addendum prevails.
In this context, “Software Services” means Docebo’s learning management system also known as “Docebo Learn”.
1. Content.
(a) “Third-Party Content”, means certain Materials, including online courses, educational products and Docebo Content (as defined in the Agreement), that may (i) be provided or owned by third-parties, and/or (ii) uploaded into the Software Services by the Customer or its End Users.
(b) In the event that the Customer (through its authorized personnel and/or authorized End Users) purchases any Third-Party Content in connection therewith, it can be imported into the Software Services by linking such Customer’s third-party account to the Software Services.
(c) The Customer acknowledges and agrees that: (i) Docebo does not develop and does not control any third-party content provider or Third-Party Content, (ii) and the availability of the same should not be considered as an endorsement of such sites or any Materials, products or information offered on such sites, (iii) the ability to import any such Third-Party Content into the Software Services does not guarantee that the same will function error free or for Customer’s intended purposes, (iv) no representations or warranties regarding the same are made by Docebo, (v) Docebo is not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third-parties as accessible through the Software Services, and (vi) unless the same is required by Docebo for usage in connection with the Software Services, it is solely responsible for accessing, entering into and complying with any terms and conditions governing such Third-Party Content.
(d) Customers who purchase “Docebo Content”, as stated in the applicable Order Form, are responsible for complying with either Go1 Customer and User terms found at: www.go1.com/terms/customer-terms, and as updated from time to time or Open Sesame Customer and User terms found at : www.opensesame.com/legal and as updated from time to time.
(e) Third-Party Links. The Software Services may allow Customer or its End Users to (i) leave the Software Services and/or access third-party websites and content, (ii) access the Software Services through third-party websites, or (iii) embed links to third-party content as or into Customer Data (any of the foregoing, “Third-Party Links”). The Customer acknowledges that any such Third-Party Links are used at Customer’s sole risk, are not under Docebo’s control and that Docebo is not responsible for the contents, performance or security of any Third-Party Link. Any Content accessed by Customer through such Third-Party Links shall be subject to such agreement as is entered between Customer and the applicable third-party content provider.
(f) Protective Action. Docebo may, but does not have any obligation to, block information, transmissions or access to certain information, services, products or domains—including Third-Party Content —if the same is deemed reasonably necessary to protect the Software Services, Docebo’s network, the public or Docebo’s customers or users, or comply with applicable laws (each, a “Protective Action”). Docebo may, at the Customer’s prior written request, also execute a Protective Action, on behalf of the Customer, and, in any such event, shall have no liability to any party as a result of such actions necessary to execute the Protective Action. In the event that Docebo executes a Protective Action, it shall promptly notify the Customer of the same, and work with the Customer to remedy any condition leading to the same, as expeditiously as possible.
2. Use Provisions
(a)Account Activation. Docebo will provide the Customer with a Docebo account in order to use the Software Services. The Customer may then choose an account name for its web space (e.g., myname.docebosaas.com) that is not already in use by another Docebo customer. The Customer, and its End Users, are, respectively, fully responsible for all activities performed on, with or through their account. The Customer agrees that it will, and will inform each End User that it shall: (a) provide true, accurate, current and complete information as prompted by the registration form in the Software Services (the “Registration Data”), (b) use commercially reasonable efforts to maintain and promptly update the Registration Data to ensure the information is true, accurate, current and complete, (c) promptly, and without undue delay, inform Docebo of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security, (d) endeavor to exit from the account at the end of each work session, and (e) not direct or knowingly permit any user subscription to be used by more than one individual End User concurrently. If Customer breaches subsection (c) above, Docebo may, upon reasonable written notice and opportunity to cure, suspend the Customer’s or any End User’s account and refuse any and all current or future use of the Services (or any part of them), until such condition is remedied to Docebo’s reasonable satisfaction.
(b)Password Confidentiality. The Customer will inform its End Users of their obligation to maintain the confidentiality of their passwords. The Customer’s administrator(s) will also be assigned an initial password(s)for access to the Software Services, which such administrator(s) shall change when first accessing the Software Services. The Customer acknowledges that once the initial password provided to the Customer is changed, Docebo does not retain the technical ability to retrieve such passwords and Customer will need to follow the steps to reset its password if lost or forgotten. The Customer and End Users are fully responsible for all activities that occur using their respective passwords. The Customer acknowledges and agrees that, except as directly caused by Docebo, Docebo shall not be liable for any loss that the Customer or any End User may incur as a result of someone else using a password that has been assigned to or obtained by the Customer or its End Users, either with or without the knowledge of the Customer or the applicable End User. Docebo shall not be liable or responsible for any unauthorized access or misuse of the Software Services by the Customer or any of its End Users.
The below terms are incorporated into the Agreement as if specifically set for therein in relation to the provision of the certain Services by Docebo. Except as specifically provided herein, all other terms and conditions contained in the Agreement shall remain in full force and effect. Any capitalized term used in this addendum and not defined herein shall have the meaning set forth in the Agreement. In the event of a conflict between this Addendum and the Agreement, this Addendum prevails.
In this context, “Software Services” means the product known as “Docebo Connect”, which allows the Customer to share mini-applications or scripts that help integrate applications and services (“Recipes”) and that enable the Customer to implement connectivity of the Software Services to individual applications and services (“Connectors”).
1.Use Provisions
The Customer may use any Recipes and Connectors to connect the Docebo Services with any third-party applications, products, services or websites that interoperate with the Software Services (“Third-Party Products”). The Customer is solely responsible for (i) acquiring Third-Party Products, (ii) accepting and complying with the applicable third-party’s terms and conditions, and (iii) the use of such Third-Party Product. Docebo does not warrant or support any Third-Party Products and shall have no liability or indemnification for any claims, losses or damages arising out of or in connection with the Customer’s use of any Third-Party Product. If the provider of a Third-Party Product ceases to make the Third-Party Product available for interoperation with the Software Services, this may impact the continued availability of such features.
2.Ownership and Licenses
(a) Only the Customer’s designated administrator(s) are licensed to access the Software Services.
(b) The Customer shall own all right, title and interest in any Recipes or Connectors created by the Customer.
(c) By default, all Recipes and Connectors are private. If Customer elects to mark their Recipes and/or Connectors as public, then Customer grants Docebo an irrevocable, perpetual, transferable and sublicensable and worldwide license under any rights Customer owns in the Recipes and Connectors created by Customer, to use, modify and distribute such Recipes and Connectors. Customer further agrees that Customer will not assert any claim or prosecute any action against Docebo or any of Docebo’s other customers for infringement or misappropriation of any Recipes or Connectors created by Customer based on or arising from Recipes and Connectors that are developed by Docebo or its other customers which are similar to or the same as any Recipes and Connectors created by Customer, subject to the Confidentiality obligations as set out in the Agreement.
3.Service Level Agreement
Notwithstanding how such terms are defined in the Agreement, the following definitions apply in the context of these Software Services:
(a) “Maintenance Windows” means the period between 10 pm to 6 am, PST or PDT, beginning Friday evening, and typically lasting no more than two hours. Docebo is not required to provide the Customer with advance notice in connection with any scheduled maintenance that takes place during a Maintenance Window.
(b) “Excused Outage” means, any Unavailability that is due to:
(1) Scheduled maintenance which is typically performed during Maintenance Windows;
(2) Emergency or unscheduled maintenance of up to 120 minutes per calendar month, performed with reasonable advance notice whenever possible; and
(3) Any Unavailability caused by a Force Majeure Event.
The below terms are incorporated into the Agreement as if specifically set for therein in relation to the provision of the certain Services by Docebo. Except as specifically provided herein, all other terms and conditions contained in the Agreement shall remain in full force and effect. Any capitalized term used in this addendum and not defined herein shall have the meaning set forth in the Agreement. In the event of a conflict between this Addendum and the Agreement, this Addendum prevails.
In this context, “Software Services” means the Docebo service known as “Flow”.
1.Flow
(a) The Software Services will function with any (i) third-party software that allows for injection of JavaScript and the necessary backend authentication in order to authenticate the Flow user, and (ii) third-party software supported by Docebo from time to time, as indicated in the Documentation. For compatibility with a specific third-party software, Customer is responsible for determining that the third-party software meets the technical system requirements as detailed in https://www.docebo.com/online-training-lms-system-requirements/. Docebo is not liable for any performance failure of the Software Services to the extent such failure is attributable to (i) Customer’s customization of any JavaScript, or (ii) the third-party software.
(b) Customer is solely responsible for (i) acquiring any third-party software, (ii) accepting and complying with the applicable third-party’s terms and conditions, and (iii) the use of such third-party software. Docebo does not warrant or support any third-party software and shall have no liability or indemnification for any claims, losses or damages arising out of or in connection with the Customer’s use of any third-party software.
The below terms are incorporated into the Agreement as if specifically set forth therein in relation to the provision of the certain Services by Docebo. Except as specifically provided herein, all other terms and conditions contained in the Agreement shall remain in full force and effect. Any capitalized term used in this addendum and not defined herein shall have the meaning set forth in the Agreement. In the event of a conflict between this Addendum and the Agreement, this Addendum prevails.
1.Special Definitions
“Software Services” in this context means “Shape” which is the licensed on-demand content creation technology provided by Docebo to Customers to create Works.
“Source Files” are media content namely the graphics, video, audio, fonts, photos, and/or other files uploaded by Customer and/or its End Users to the Software Services.
“Stock Files” are media content namely the graphics, video, audio, fonts, photos, and/or other files as made available by Docebo in the Software Services, excluding (i) third-party Intellectual Property Rights depicted within the files, and (ii) Source Files.
“Works” means a course or other deliverable, developed through the use of the Software Services that may incorporate Stock Files and/or Source Files.
2. License and use of Stock Files and Source Files
2.1 During the Term, and subject to compliance with the Agreement, Docebo grants to the Customer the worldwide, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right and license to incorporate the Stock Files obtained from the Software Services into a Work. For greater certainty this license excludes trademarks, logos, or copyrights depicted within the Stock Files and Docebo does not screen the Stock Files or Source Files and all use of the Stock Files and Source Files by the Customer is at the Customer’s own risk. Docebo has no responsibility or liability for such use.
2.2 The license allows Customer and its End Users to use all types of Stock Files in Works uploaded to third-party platforms; however, Docebo is not associated with any third-party platforms, except as expressly provided, and therefore cannot prevent other parties from claiming that such Works violate a copyright or other third-party Intellectual Property Right. The Customer acknowledges that such third-party platforms may block such content for reasons beyond Docebo’s control and Docebo shall have no liability to the Customer in connection to such action.
2.3 Once a Work is created End Users may share it subject to the restrictions in section 2.4 below; however, End Users shall not be permitted to share individual Stock File(s) as standalone files. Customer and its End Users agree to use best efforts to secure the Stock File from being accessed by a third-party as a standalone file.
2.4 Customer and its End Users shall not be permitted to (i) sell, license, or redistribute for commercial purposes Works that contain Stock Files, (ii) build stock media sites with the Stock Files (iii) create a trademark or logo based on the Stock Files (iv) use automation, such as computer scripts, to download or “scrape” high volumes of the Stock Files, and (v) use the Stock Files for any unlawful purpose. For greater certainty, Works solely containing Source Files are not subject to this Section 2.4.
2.5 The use of audio Stock Files and/or Source Files does not restrict your right of public performance, but a cue sheet may be required to satisfy the requirements of Performance Rights Organizations as applicable in your jurisdiction.
2.6 Ownership of such Works (excluding the Stock Files) created by the Customer through the use of the Software Services shall remain the property of the Customer.
2.7 No review or posting or appearance of the Stock Files or Source Files in the Software Services or though the Software Services is intended to act as an endorsement or representation that any Work is free of violation of any copyright, privacy or other laws or will suit a particular purpose or be accurate or useful. If the Customer believes that the Stock Files or Source Files violate any law, or are inaccurate or pose any risk whatsoever to a third-party, it is the Customer’s responsibility to take such steps that it deems necessary to correct the situation.
3. Indemnification and Limitation of Liability
3.1 Customer agrees that any claims relating to the use of Stock Files and/or Source Files are explicitly excluded from Section 10 (Limitation of Liability) and Section 11 (Indemnification) of the Master Services Agreement. The aggregate liability of each Party under this Agreement is limited to one United States dollar ($1.00 USD).
Added January 2023
The below terms are incorporated into the Agreement as if specifically set for therein in relation to the provision of the certain Services by Docebo. Except as specifically provided herein, all other terms and conditions contained in the Agreement shall remain in full force and effect. Any capitalized term used in this addendum and not defined herein shall have the meaning set forth in the Agreement. In the event of a conflict between this Addendum and the Agreement, this Addendum prevails.
In this context, “Software Services” means the service known as “Learn Data”, which allows Customers to extract Customer Data including both raw data from the Docebo Learn LMS and key performance learning analytics and import it into Customer’s data warehouse and other business intelligence tools.
1. Use provisions
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- The Customer will use commercially reasonable efforts to ensure that End Users are provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies in compliance with applicable law and in where such activity is required in connection with the provision of the Software Service.
- Use of the Software Service is only compatible with Docebo Learn LMS.
- Only the Customer’s designated administrator(s) are licensed to access the Software Services.
- Docebo may adjust or decline to include certain information in the provision of its Software Services in order to ensure Software Services comply with the privacy choices of the End Users. Customer shall be responsible for making all necessary changes to Customer’s applications in order to continue using the Software Services.
2. Service Level Agreement
Notwithstanding how such terms are defined in the Agreement, the following definitions apply in the context of
these Software Services:
(a) “Maintenance Windows” means the period between 10 pm to 6 am, PST or PDT, beginning Friday
evening, and typically lasting no more than two hours. Docebo is not required to provide the Customer
with advance notice in connection with any scheduled maintenance that takes place during a Maintenance
Window.
(b) “Excused Outage” means, any Unavailability that is due to:
(1) Scheduled maintenance which is typically performed during Maintenance Windows;
(2) Emergency or unscheduled maintenance of up to 120 minutes per calendar month, performed with reasonable advance notice whenever possible; and
(3) Any Unavailability caused by a Force Majeure Event.
The below terms are incorporated into the Agreement as if specifically set for therein in relation to the provision of the certain Services by Docebo. Except as specifically provided herein, all other terms and conditions contained in the Agreement shall remain in full force and effect. Any capitalized term used in this addendum and not defined herein shall have the meaning set forth in the Agreement. In the event of a conflict between this Addendum and the Agreement, this Addendum prevails.
1. Special Definitions
“Software Services” means the service known as “Docebo Learning Impact” which is an evaluation solution that collects qualitative feedback on training to prove and improve its impact by leveraging online questionnaires and reports.
“User”, in this context, means an End User that has a unique username, and that starts at least one (1) active evaluation during a defined time period, either as a learner, trainer, or manager. An active evaluation means an open evaluation process where a response to a specific survey is expected from the User during the defined period. A User is counted regardless of survey completion. A username is either identified by a unique id from the Software Services, or the Customer’s human resources information system (HRIS), or learning platform.
“Trainee”, in this context, means an End User who is benefitting from a training course or event that is the subject of an evaluation and/or follow-up by Docebo.
2. Access to the Software Services
2.1 Means of access to User space;
a) Each User can access the Software Services by means of an identification name and a personal password. The identification name shall be communicated by Docebo to the User via email, following which the User will create their personal password. Each Trainee can access its personal space on-line via a personal secured link that is provided by Docebo via email.
2.2 Reminders.
a) Email reminders are performed to obtain an optimal response rate. These reminders will be limited to three (3) email reminders per Trainee.
b) Docebo is only obliged to use its established technical means to remind Trainees of pending evaluations. Docebo is not obliged to have a minimum response rate of the Trainees, nor is Docebo responsible if Trainees’ email addresses prove to be incorrect.
3. Ownership and use of documents
The reports, memos, summary tables and other documents and their content provided or made available to the Customer as part of the use of the Software Services (referred to as the “Documents”), may be used by the Parties in accordance with the following conditions:
i. Customer grants Docebo a worldwide, non-exclusive, perpetual license to the Documents, and Docebo agrees that it will only use data that does not contain personally identifiable information from the Documents to perform inter-client benchmarking analyses, ranking of the best training courses, general studies concerning training, regardless of the type of media.
ii. Customer may freely use, reproduce, publish, communicate and distribute the Documents and said reports without restriction, for its business purposes and to third parties, with or without charging a fee.