Common use of Docebo Indemnification Clause in Contracts

Docebo Indemnification. (a) Docebo shall indemnify and defend the Customer and its officers, directors, employees and affiliates and End Users against any and all third-party claims, actions or proceedings arising out of or in connection with, and to the extent caused by, (i) any infringement by the Docebo Software or Docebo Data against any patent, copyright, or trademark, or the misappropriation of any trade secret (except for claims which are specifically excluded under the terms of section 11.1(b)) or (ii) any violation by Docebo of its obligations in section 7 (Confidentiality). If any Services (including the Docebo Software) becomes, or, in Docebo’s opinion, is likely to become, the subject of any claim of infringement, Docebo may, at its sole option, (x) obtain for the Customer the right to continue using the Services; (y) replace or modify the affected Services so that it becomes non-infringing while providing substantially equivalent functionality; or (z) if such remedies are not available on commercially reasonable terms, as determined by Docebo, terminate the license to use the Services for the affected portion and promptly refund any pre-paid subscription fees for the affected portion thereof. (b) Notwithstanding any terms contained in Section 11.1(a), Docebo shall have no liability for infringement claims if the alleged infringement is based on or arises from; (I) (i) the combination or use of the Services with software or other materials not provided or recommended for use by Docebo, (ii) the modification of the Services by anyone other than Docebo, or at Docebo’s direction, or (iii) the use of the Services not in accordance with the Documentation or this Agreement; and (II) any Software Services in which the indemnification has been excluded or limited in the applicable Services Addendum.

Docebo Indemnification. (a) Docebo shall indemnify and defend the Customer and its officers, directors, employees and affiliates and End Users against any and all third-party claims, actions or proceedings arising out of or in connection with, and to the extent caused by, (i) any infringement by the Docebo Software or Docebo Data against any patent, copyright, or trademark, or the misappropriation of any trade secret (except for claims which are specifically excluded under the terms of section Section 11.1(b)) ), or (ii) any violation by Docebo of its obligations in section Section 7 (Confidentiality). If any Services (including the Docebo Software) becomes, or, in Docebo’s opinion, is likely to become, the subject of any claim of infringement, Docebo may, at its sole option, (x) obtain for the Customer the right to continue using the Services; (y) replace or modify the affected Services so that it becomes non-infringing while providing substantially equivalent functionality; or (z) if such remedies are not available on commercially reasonable terms, as determined by Docebo, terminate the license to use the Services for the affected portion and promptly refund any pre-paid subscription fees for the affected portion thereof. (b) Notwithstanding any terms contained in Section 11.1(a), Docebo shall have no liability for infringement claims if the alleged infringement is based on or arises from; (I) from (i) the combination or use of the Services with software or other materials not provided or recommended for use by Docebo, (ii) the modification of the Services by anyone other than Docebo, or at Docebo’s direction, or (iii) the use of the Services not in accordance with the Documentation or this Agreement; and (II) any Software Services in which the indemnification has been excluded or limited in the applicable Services Addendum.

Docebo Indemnification. (a) Docebo shall indemnify and defend the Customer and its officers, directors, employees and affiliates and End Users against any and all third-party claims, actions or proceedings arising out of or in connection with, and to the extent caused by, (i) any infringement by the Docebo Software or Docebo Data against any patent, copyright, or trademark, or the misappropriation of any trade secret (except for claims which are specifically excluded under the terms of section 11.1(b)) or (ii) any violation by Docebo of its obligations in section 7 (Confidentiality). If any Services (including the Docebo Software) becomes, or, in Docebo’s opinion, is likely to become, the subject of any claim of infringement, Docebo may, at its sole option, (x) obtain for the Customer the right to continue using the Services; (y) replace or modify the affected Services so that it becomes non-infringing while providing substantially equivalent functionality; or (z) if such remedies are not available on commercially reasonable terms, as determined by Docebo, terminate the license to use the Services for the affected portion and promptly refund any pre-paid subscription fees for the affected portion thereof. (b) Notwithstanding any terms contained in Section 11.1(a), Docebo shall have no liability for infringement claims if the alleged infringement is based on or arises from; (I) from (i) the combination or use of the Services with software or other materials not provided or recommended for use by Docebo, (ii) the modification of the Services by anyone other than Docebo, or at Docebo’s direction, or (iii) the use of the Services not in accordance with the Documentation or this Agreement; and (II) any Software Services in which the indemnification has been excluded or limited in the applicable Services Addendum.