Terms of Use of The Platform
LAST UPDATED: 2023-03-01
Welcome to the Panorama Platform (the Platform and its web and mobile versions are collectively referred to as the “Platform”) which is operated by Panorama Solutions Inc. carrying on business as Panorama Solutions (referred to as “we”, “us” or “Panorama”). In order to use the Platform, you must comply with certain terms, conditions and rules which are explained in these Terms of Use.
As a user (which we will refer to as “you” or “the user”), you accept these terms of use by using the Platform and this constitutes a contract between you and us. If you do not wish to be bound by these terms of use, you must stop using the Platform.
1. PURPOSE OF THE PLATFORM
The Platform is a meeting and information management platform that aims to support boards of directors in holding their meetings and in their good governance practices (the “Purpose”).
2. ACCESS TO THE PLATFORM
Although we aim to make the Platform available at all times, we cannot guarantee that you will have uninterrupted access to it. We may disable the Platform from time to time. The Platform may also be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. Panorama will not be liable if all or any part of the Platform is unavailable at any time, for any duration. Panorama cannot and does not make any representations or warranties regarding the devices you use to access or use the Platform, including with respect to device compatibility.
We may, in our sole discretion, interrupt or cancel your access to all or part of the services available through the Platform for any reason, including, without limitation, failure to comply with the Terms of Use. Any suspected abusive or illegal activity may be grounds for terminating your access to the Platform.
3. USER ACCOUNT
To be able to use the Platform, you must create a user account. You guarantee that the information you provide to create your user account is valid and accurate.
You may not share your account with any other person and you must keep your password confidential in all circumstances. You are responsible for all actions taken by you in accessing your user account using your password or by logging in without a password. If you use a third-party service to authenticate yourself to the Platform (for example, a third-party portal), this data may be shared with the operator of that service.
4. INTELLECTUAL PROPERTY RIGHTS
Panorama remains the owner or licensee of all right, title and interest in and to the Platform, including all intellectual property rights therein.
You may not modify, copy, distribute, perform, transmit, transfer, display, provide, reproduce, publish, or sell any part of the Platform, its content, source code, object code, or any other realization of the Platform, or any information or services obtained from the Platform other than for your personal use of the Platform consistent with these Terms of Use. You may not license or sublicense the Platform or any content available through the Platform without our prior written consent.
You may not use any photos, text, logos or trademarks reproduced on the Platform that do not belong to you without our prior written consent.
5. LIMITED LICENSE
We grant you a limited, revocable, non-transferable and non-sublicensable license to use and browse the Platform on one or more computers and/or mobile devices that are under your control and run on an authorized operating system and to use it, but only in accordance with these Terms of Use.
We also grant you the right to reproduce the materials and documents available relating to the use of the Platform (the “Documentation”) for the sole purpose of assisting you in using the Platform in accordance with these Terms of Use. We make no warranties about the Documentation.
6. PERSONAL DATA
We collect certain data through the Platform, including personal information about users. To use the Platform, you must consent to the collection, processing and disclosure of your personal data in accordance with our Privacy Policy.
By accepting these terms of use, you declare that you have read this policy and give us your consent. The collection and processing of certain data is subject to your specific consent, which may be withdrawn at any time, as provided for in our policy.
7. USER CONTENT
You acknowledge and agree that we are entitled to copy, distribute and otherwise use any content, work or material that you upload to the Platform using the Platform or that you post on the Platform. To the extent that any content incorporates your image, you are deemed to have agreed that such image may be disseminated from the moment you upload your image to the Platform.
8. SUGGESTIONS
If you choose to communicate with us regarding improvements to the Platform or the services offered by Panorama (“Suggestions”), Panorama shall have all right, title and interest in and to the Suggestions and shall be entitled to use the Suggestions without restriction.
You hereby irrevocably assign to us all right, title and interest in and to the Suggestions and waive all moral rights in the Suggestions. You acknowledge and agree that: (i) your Suggestions do not contain any confidential or proprietary information of any third party; (ii) we have no obligation of confidentiality, express or implied, with respect to the Suggestions; (iii) we may use or disclose (or elect not to use or disclose) the Suggestions for any purpose whatsoever, in any manner whatsoever, in any media whatsoever, anywhere in the world; (iv) we may have already considered, or may be in the process of developing, elements identical or similar to those mentioned in the Suggestions; and (v) you are not entitled to receive compensation or reimbursement of any kind from us under any circumstances in which the Suggestions are communicated to us.
9. IMPROVEMENTS
You acknowledge and agree that Panorama is the sole owner of the Platform and its content, including any improvements made by you on the Platform (whether or not Panorama has authorized such improvements) or created based on comments, suggestions, recommendations or other information you may provide on the Platform or its content (the “Improvements”). You hereby agree that you will not make any claim to any intellectual property rights in such Enhancements or in the modified Platform, programs, data structure or other intellectual property created pursuant to the Enhancements, and where Panorama is not by law the first owner of such Enhancements, you hereby assign and transfer to Panorama all right, title and interest you have or may have in the Enhancements.
10. PROHIBITED USE
You may not:
a) use the Platform other than for the Purpose or for illegal purposes or in a manner that violates applicable laws and regulations in Canada or in any jurisdiction where the Platform is used;
b) use the Platform in a way that unreasonably imposes a disproportionate load on the logical and physical infrastructure hosting the Platform;
c) upload or otherwise transmit through the Platform any material that is unlawful, harassing, false, misleading, defamatory, abusive, profane, threatening, vulgar, obscene, sexually explicit, pornographic, contains malicious computer code, is unrelated to the Purpose, is likely to interfere with the operation of the Platform or is otherwise harmful to users of the Platform;
d) use the Platform to infringe or facilitate the infringement of any intellectual property right of a third party (including uploading any image or document to which we do not have the rights);
e) reproduce, transmit or provide access to the Platform for the benefit of any person who is not an authorized user;
f) loan, sell or otherwise distribute all or any part of the Platform or Documentation without a formal written agreement with Panorama to do so;
g) reverse engineer, decompile or disassemble the Platform in whole or in part, or create derivative works from or sublicense any rights in the Platform or attempt to do so or provide your assistance in any third party's effort to do so;
h) modify or alter in any way the Platform or Documentation or take part in any such effort initiated by a third party; and
i) access, copy, reproduce or attempt to access, copy or reproduce the Platform or its source code.
11. TERMINATION
We may terminate your access to the Platform at any time and without notice at our sole discretion and without any indemnity, compensation or damages whatsoever, if you fail to comply with the terms of use of the Platform or make any prohibited use thereof.
You will be given ten (10) days' notice before access to the Platform is revoked so that you may download the relevant documents.
12. EXTERNAL LINKS
The Platform may contain links to websites owned and operated by third parties. We have no control over these sites and are not responsible for their content. We link to external sites only as a convenience, and the availability of a link does not imply that we endorse the content of any website.
13. LEGAL ADVICE, INFORMATION AND DECISION-MAKING RESPONSIBILITY
The Platform and Panorama are not a law firm, do not constitute legal advice, and do not provide legal advice (as defined below). Your use of the Platform, its materials or Panorama's services does not create an attorney-client relationship between you and Panorama.
You agree that all decisions you make regarding legal matters are your sole responsibility and you agree to seek legal counsel licensed to practice in your jurisdiction for any legal matter of sufficient importance to reasonably require it.
You agree that Panorama does not provide legal advice. If you receive any communication from the Platform, Panorama, its agents, employees or any other associated entity that is legal advice, you agree that it is NOT a communication authorized by Panorama and you agree to delete it immediately and disregard it.
Except as expressly provided in these Terms, you agree to accept full responsibility for determining the value and use you make of the Platform and its materials, and to obtain the necessary assistance of a duly licensed attorney in assessing the value and appropriate use of any materials on the Platform.
For the purposes of these terms and conditions, the term “legal advice” is defined as follows:
- any communication, work or service of a legal nature which, under the law in force in your jurisdiction, can only be carried out by or under the supervision of a duly licensed lawyer;
- advice on the legal document(s) you need or that are most appropriate for your situation;
- determine the legal consequences that will or may result from the way you have created your legal document;
- determine whether you have included inappropriate, contradictory or ambiguous information in your legal documents;
- whether you have omitted necessary provisions or details from your legal documents;
- whether you require additional legal documentation or legal procedures.
14. NO WARRANTY
Use of the Platform and the services offered through it is at your own risk. The Platform is provided “as is” and without warranty of any kind, whether express, implied or tacit.
To the fullest extent permitted by law, Panorama disclaims and excludes all warranties, express or implied, as to the quality, reliability and accuracy of the information contained on the Platform. While it is always a priority to serve you well, Panorama cannot and does not warrant that access to the Platform and the services offered by or through it will be uninterrupted or secure or that the content available through the Platform will be error-free, accurate, complete or current. Panorama does not warrant the results obtained from the use of the Platform or the accuracy or reliability of any information obtained through the Platform.
Panorama does not authenticate user signatures or identities. The Platform's electronic signature functionality does not track IP addresses, include digital certificates, use certificate authorities or any other third party verification. You accept full responsibility for determining whether an electronic signature is suitable for a particular purpose.
Any material and/or data uploaded, downloaded or otherwise obtained through the use of the Platform is done at your own discretion and risk. Panorama does not warrant that such material is free of viruses or other destructive code that may damage or contaminate your computer equipment or other property. You will be solely responsible for any damage to your computer system or loss of data that results from uploading and/or downloading such material and/or data through the Platform.
15. LIMITATION OF LIABILITY
Panorama is not and does not represent itself as an advisor or expert. Panorama's recommendations and advice and the use of the Platform do not constitute legal advice. To the fullest extent permitted by law, in no event will Panorama, its employees, directors or officers be liable for any damages you may suffer as a result of your use of the Platform, your inability to use the Platform, including direct, indirect, punitive, incidental, special, consequential or other damages of any kind, including, without limitation, damages for loss of use of data or profits. If you are dissatisfied with all or any part of the Platform, or with any of the terms and conditions of these Terms of Use, your sole and exclusive remedy is to discontinue using the Platform.
16. INDEMNIFICATION
You agree to indemnify us and our employees, directors, agents and licensors from and against any and all damages, claims, liabilities, losses, costs, claims, fines, penalties and indebtedness, including reasonable legal fees and expenses arising out of your use of the Platform or any alleged breach by you of these Terms of Use.
17. APPLICABLE LAW
These terms and conditions and all related transactions shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.
Any dispute or litigation relating to the use of the Platform or to these terms and conditions shall be submitted to a competent court of the Province of Quebec sitting in the judicial district of Montreal, to the exclusion of any other jurisdiction.
18. NO WAIVER
Panorama's failure to insist upon or enforce strict performance of any of your obligations under these Terms of Use, or Panorama's failure to exercise any right or remedy to which it is entitled under these Terms of Use, shall not constitute a waiver of such right or remedy and shall not relieve you of such obligations.
19. ASSIGNMENT
You may not assign or otherwise transfer your rights and obligations under these Terms of Use to any other person without our prior written consent.
We may assign our rights and obligations under these Terms of Use to any person without your consent.
20. MODIFICATION
We may amend these Terms of Use at any time by making the amended Terms of Use available on the Platform.
The amended terms of use will take effect immediately and you must accept them the next time you log on to the Platform. The date of the last update is indicated at the beginning of these terms of use.
21. CONTACT US
We welcome your questions, comments and feedback regarding these terms of use. If you have any questions, please write to us at the following e-mail address: support@usepanorama.com.
