Platform Terms of Use

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LAST UPDATED: 2025-05-13

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Welcome to the Panorama Platform (the Platform and its web and mobile versions are collectively referred to as the “Platform”) which is operated by Solutions Panorama Inc. carrying on business as Panorama (which we will refer to as "we" or "Panorama"). These terms and conditions apply to all products, services and platforms developed and operated by Solutions Panorama Inc. including the Panorama Platform and any other products or services that may be launched or offered under a separate brand name. In order to use the Platform, you must comply with certain terms, conditions and rules which are explained in these Terms of Use. 

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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.

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1. PURPOSE OF THE PLATFORM

The Platform is a governance software designed to enhance the efficiency of boards of directors, both in holding their meetings and in managing their strategic information, while promoting the use of best governance practices. It includes, but is not limited to, tools for managing meetings, automating the drafting of minutes and resolutions, and any other module or service developed and integrated by Panorama. (the “Object”).

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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 and operating systems.

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We may, at 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.

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3. USER ACCOUNT

To be able to use the Platform, you must create a user account. You warrant to us that the information you provide to create your user account is valid and accurate. You are responsible for all activities that occur under your account.

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You may not share your account with any other person, and you must keep your password confidential at all times. You are responsible for all actions taken while accessing your user account using your password or via the passwordless login option.

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.

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4. INTELLECTUAL PROPERTY

Panorama remains the owner or licensee of all right, title and interest in and to the Platform, including all intellectual property rights therein.

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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 accomplishment 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.

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All content generated by the Platform's artificial intelligence functions from your data remains your exclusive property. Panorama does not store or use such content for the purpose of training its algorithms without your express consent. However, Panorama reserves the right to use aggregated and anonymized data, excluding any confidential or personally identifiable information, for the purposes of service improvement and statistical analysis.

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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 solely in accordance with these Terms of Use. 

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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.

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You acknowledge that the artificial intelligence-powered features of the Platform are provided for assistance purposes only. The content, recommendations or results generated may contain errors, inaccuracies or biases. You remain fully responsible for the interpretation, verification and use of such content and assume full responsibility for decisions made on this basis. Panorama accepts no liability in this respect. The use of artificial intelligence functionalities is strictly regulated and may not be misused for illegal or unethical purposes.

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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: https://www.usepanorama.com/en-us/privacy-policy. By accepting these Terms of Use, you declare that you have read this Privacy Policy and give us your consent.

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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.

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7. USER CONTENT

You retain all rights to the content you import into Panorama. We access it only to ensure the proper functioning of the Platform or with your explicit permission. By uploading content, you authorize us to use it solely to provide you with our services and to personalize your experience.

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You also authorize us to use the visual elements you choose to import (such as, but not limited to, your organization's logo, your profile photo or your signature) to display them in the Platform and affix them to generated documents. You can remove these elements at any time via your account. However, Panorama does not guarantee that these elements will be removed from documents already generated prior to their removal.

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You declare that you have all necessary rights to the content and visual elements that you import into the Platform and assume full responsibility in the event of a claim by a third party. Panorama cannot be held responsible for any consequences arising from the use of the content or visual elements you have imported.

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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. 

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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.

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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.

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10. PROHIBITED USE

You may not:

1. 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;
2. use the Platform in a manner that imposes an unreasonable and disproportionately large load on the logical and physical infrastructure hosting the Platform;
3. 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;
4. use the Platform to infringe or facilitate the infringement of any third-party intellectual property right (including uploading any image or document to which we do not hold the rights);
5. reproduce, transmit or provide access to the Platform for the benefit of any person who is not an authorized user;
6. loan, sell or otherwise distribute all or any part of the Platform or Documentation without a formal written agreement with Panorama to do so;
7. reverse engineer, decompile or disassemble the Platform in whole or in part, or create derivative works of or sublicense any rights in the Platform or attempt to do so or provide your assistance to any third party effort to do so; 
8. modify or alter in any way the Platform or Documentation or take part in any such effort initiated by a third party; and
9. access, copy, reproduce or attempt to access, copy or reproduce the Platform or its source code;
10. use the Platform to train other AI systems without consent;
11. use the AI features to create, share or propagate illegal, defamatory, misleading, unethical content or to automate decision-making processes with legal or significant effects without human verification;
12. use the electronic signature features for fraudulent purposes.

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11. TERMINATION

At any time, we may terminate your access to the Platform and without notice at our sole discretion and without indemnity, compensation or damages whatsoever, if you fail to comply with the terms of use of the Platform or make any prohibited use thereof.

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You will receive ten (10) days' notice before your access to the Platform is revoked and before you may download the relevant documents. 

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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 to facilitate navigation, and the availability of a link does not imply that we endorse the content of a website.

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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.

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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.

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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.

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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.

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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 which are best suited to your situation ; 
• determining the legal consequences that will or may result from the way you have created your legal document;
• determining whether you have included any inappropriate, contradictory or ambiguous information in your legal documents;
• whether you have omitted any necessary provisions or details from your legal documents;
• whether you require any additional legal documents or legal procedures.

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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 statutory. 

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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.

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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.

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Panorama does not authenticate user signatures or identities under applicable electronic signature laws. The Platform's signature functionality records the user's IP address at the time of signing, but does not include digital certificates, does not use any certification authority, and does not perform any third-party identity verification.

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You are solely responsible for determining whether the signature functionality of the Platform is suitable for your needs and complies with the legal requirements applicable to your documents or transactions. Panorama does not guarantee the legal validity of electronic signatures produced using the Platform.

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All material and/or data uploaded, downloaded or otherwise obtained through the use of the Platform is done so at your 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.

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Panorama uses third-party service providers for hosting, data processing and certain features of the Platform. Although we choose these partners carefully, Panorama cannot be held responsible for any failure by these third parties to comply with their contractual or legal obligations.

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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.

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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.

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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.

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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.

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18. NO WAIVER

If Panorama fails to insist upon strict performance of any of your obligations under these Terms of Use, or if Panorama fails to exercise any of the rights or remedies to which it is entitled under these Terms of Use, this will not constitute a waiver of such rights or remedies and will not relieve you from complying with such obligations.

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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.

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We may assign our rights and obligations under these Terms of Use to any person without your consent.

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20. MODIFICATION

We may modify these Terms of Use at any time by making the modified Terms of Use available on the Platform. 

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The amended Terms of Use will become effective on the date of the last update, which is indicated at the beginning of these Terms of Use.

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21. CONTACT US

If you have any questions, please contact us at the following email address: support@usepanorama.com.

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