The End User Terms below govern your use of the E-learning Software. Capitalised terms used in these End User Terms but not defined below are defined in the Agreement signed between your employer and Experian.
“Agreement” means the agreement signed between Experian and your employer for the provision of services, including the provision of this E-learning Software.
“Docebo” means Docebo UK Ltd., the third party supplier or ‘licensor’ of the Software made available to you through Experian.
“End User” means ‘you’, ‘customer’ or anyone who accesses or uses the Software using your password.
“Losses” means all settlements, judgments, awards, fines, penalties, interest, liabilities, losses, costs, damages, sanctions, and expenses (including reasonable attorneys’ fees and disbursements and court costs).
“Marks” means service marks, trade marks, trade names, logos, and any modifications to the foregoing.
“Materials” means data, materials, pictures, documentation, audio, video, artistic works, writings, and other works of authorship.
“Software” means the Internet-based Docebo E-learning platform, software, products, and related services provided by Docebo that are accessible to the End User via a web browser through the Internet for their use of the Software, as contracted for in your Agreement with Experian.
THIS END USER LICENSE AGREEMENT (“EULA”) IS ENTERED INTO BETWEEN YOU AND EXPERIAN (“EXPERIAN,” “WE,” “US,” OR “OUR”) AND GOVERNS YOUR USE OF ANY SOFTWARE (TOGETHER WITH ANY, LIBRARIES, TOOLS, RESOURCES, UPGRADES, UPDATES, PATCHES, MODULES, FEATURE ENHANCEMENTS AND ADDITIONAL VERSIONS OF THE SOFTWARE THAT REPLACE OR SUPPLEMENT THE ORIGINAL SOFTWARE, AND ANY INSTRUCTIONS AND DOCUMENTATION (AS DEFINED BELOW)) PROVIDED TO YOU BY US. IF YOU USE THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THIS EULA. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, THEN YOU ARE NOT PERMITTED TO ACCESS, OR OTHERWISE USE THE SOFTWARE.
NEITHER EXPERIAN, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO THE END USER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE OR SERVICES OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES FUNCTIONALITY WILL MEET HE END USER’S REQUIREMENTS.
LICENCE. During the Term and subject to your compliance with this EULA, we hereby grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, worldwide licence to access and use the Software solely for training within your internal business, as set forth in this EULA and the Agreement. To the extent of any conflict between this EULA and the Agreement, this EULA prevails in regards to use of the Software only. You agree that you are liable for any breach of the licence.
THIRD PARTY CONTENT. End User acknowledges that Experian does not own or control the Software that the End User accesses, receives, or purchases while using the Software.
OWNERSHIP. All title, ownership rights, and Intellectual Property Rights in and to the Software, Marks, and derivative works are and will remain owned by Experian or its licensors. The Software may only be used by End User. All title, ownership rights, and Intellectual Property Rights in Materials that Experian uploads to the Software for End User use is and will remain owned by Experian.
END USER OBLIGATIONS.
4.1 Technical Requirements. End User must have required equipment, software, and internet access to be able to use the Software. Acquiring, installing, maintaining, and operating equipment, any End User software, and any internet access is solely End User’s responsibility. Experian neither represents nor warrants that the Software will be accessible through all web browser releases or all versions of tablets, smartphones, or other computing devices.
4.2 Use of Website and Software. End User must not, and must not permit others in using the Docebo website or the Software to: (i) defame, abuse, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others, Docebo or Experian; (ii) publish, ship, distribute, or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortuous, indecent, unlawful, immoral, or otherwise objectionable material or information (including any unsolicited commercial communications); (iii) publish, ship, distribute, or disseminate material or information that encourages conduct that could constitute a criminal offense or give rise to civil liability; (iv) engage in any conduct that could constitute a criminal offense or give rise to civil liability for Docebo or Experian; (v) misrepresent or in any other way falsely identify End User’s identity or affiliation, including through impersonation or altering any technical information in communications using the Software; (vi) knowingly transmit or upload any material through the Software that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting, or otherwise impairing Docebo’s, Experian’s, or any other person’s or entity’s, network, computer system, or other equipment; (vii) interfere with or disrupt the Software, networks or servers connected to the Docebo systems or violate the regulations, policies, or procedures of such networks or servers, including unlawful or unauthorised altering any of the information submitted through the Software; (viii) attempt to gain unauthorised access to the Software, or other Docebo customers’ computer systems or networks using the Software through any means; or (ix) interfere with another party’s use of the Software. Experian and its licensors have no obligation to monitor End User’s use of the Software. However, Experian and its licensors reserve the right (but have no obligation) at all times to monitor the same as necessary to satisfy or cooperate with any applicable law, regulation, legal process, or governmental request. End User is fully responsible and liable for its use of the Software in compliance with the terms of this EULA and as required by law.
4.3 Password Confidentiality. End User that uses the Software will choose a password when registering. End User must maintain the confidentiality of passwords. End User is fully responsible for all activities that occur using End User passwords, provided, however, that End User shall be relieved of liability for any activities that occur after End User has notified Experian of a stolen or compromised password. Except as otherwise set forth herein, End User acknowledges and agrees that Experian will not be liable for any loss that End User may incur as a result of someone else using a password that has been assigned to or obtained by End User (through no fault of Experian), either with or without the knowledge of End User. Nor will Experian be liable or responsible for any unauthorised access or misuse of the Software by End User.
4.4 Compliance with Law. End User must notify Experian as soon as possible of any unauthorised use of the Software or any other breach of security that is known or suspected. Experian may suspend the Services in the event of a violation of Sections 4.2, 4.3, 4.4, 5 or 6 until such violation ceases, and Experian receives reasonable assurances that such violations will not continue. If Experian or its licensor believes, in its sole discretion, that the software, computing equipment, or network systems facilitating use of the Software are being currently used for criminal activity, or in a manner that violates the legal rights of Experian or its licensor, any user, or other third party, or is experiencing an actual data loss or data misappropriation, or that the continued operation of the Software results in a potential danger of data loss, data breach, or catastrophic failure, then such suspension may occur prior to the giving of such notice to End User. End User acknowledges and accepts that Experian is not responsible or liable for such actions by its licensors.
LICENCE RESTRICTIONS. Except as expressly permitted by this EULA, you must not, and you will not encourage, assist, or authorise any other person to: (a) compromise the confidentiality of passwords (b) sell, re-sell, rent, lease, lend, loan, distribute, publicly communicate, transform, or sublicense the Software or otherwise assign any rights to the Software in whole or in part to any third party; (c) modify, alter, tamper with, repair, or otherwise create derivative works of the Software; (d) reverse engineer, disassemble, or decompile the Software or apply any other process or procedure to derive the source code of any software included in the Software or to otherwise determine or attempt to determine how the Software works or operates; (e) use the Software to process, transmit, or otherwise make available any content that infringes or misappropriates the intellectual property or proprietary rights of any third party, or without an appropriate licence, permission, or certification (including as may be required by Applicable Laws); (f) use the Software to create additional software that replicates the functionality of, or is intended to replace, the Software; (g) remove, modify, or obscure any copyright, patent, trade mark, or other proprietary or attribution notices on or in any Software; (h) make copies of, or download the Software or Materials.
ACCOUNT USAGE AND NOTIFICATION REQUIREMENTS. You must: (a) immediately, or as soon as you identify an incident, inform Experian of any unauthorised use of an account or any other breach of security that is known or suspected, and (b) exit from the account at the end of each work session.
LIABILITY AND INDEMNITY OF END USER. (a) In addition to any liability and indemnity applicable to you under the Agreement, you are responsible, liable and indedmnify us for all activities that occur, and associated fees incurred, from access to the Software using your End User password to the Software. (b) End User will indemnify, defend, and hold harmless Experian against all third party claims, actions, or proceedings arising out of any claim that: any End User Software, Marks, or Materials provided by End User or inputted into the Software, or the permitted use of the same by Experian, infringes or violates any third party patent, copyright, or trade secret right.
LIABILITY LIMITATION OF EXPERIAN. Experian is not liable for any loss that End User suffers for account activity, regardless of unauthorised access or misuse of the Software, if your End User password was used. In no event shall Experian’s liability for any damages to End User or to any other person or entity regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, exceed the pro-rata portion of the E-learning fees received by Experian from End User during the twelve (12) month period immediately preceding the events giving rise to such action.
