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.
1. 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.
2. Restrictions On Use:
a. 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.
3. 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.
4. Copyright and Exam Integrity Issues.
A. 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.
B. 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.
C. 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” means feedback, 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.
5. 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 to Honorlock shall be in accordance with applicable laws.