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Panorays Service Terms and Conditions
The following service terms and conditions (“Agreement”) are hereby incorporated by reference into the Proposal (as defined below) entered into between you (“
you” or “Customer”) and Panorays Ltd. (“Panorays”, “we
”, “our” or “us”) and govern your access to, and use of, (i) the Panorays software-as-a-service platform and related documentation, and features, as well as any fixes, updates or upgrades thereto (“
Software”), (ii) related security information, security scoring and penetration rating services (“Security Rating Services”) and (iii) Reports (as defined below), ((i) – (iii) which shall hereinafter be referred to as the “
By accepting this Agreement, accessing and/or using Panorays’ Services or any part thereof, you expressly acknowledge and agree that you have understood and agree to comply with, and be legally bound by, this Agreement. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not accept this Agreement, sign in, access or use the Services or any part thereof.
8.1. Collection of Security Data. For the purpose of and in connection with the provision of the Services, as set forth in your Proposal, Panorays shall collect (and you may provide to Panorays) certain public and/or non-public data (“
Security Data”) directly or indirectly pertaining to you or to specific third parties which are being evaluated.
8.2. Authorization. You hereby grant to Panorays a non-exclusive right to collect, use, process, display, analyze copy and store the Security Data in order to: (1) create Reports and provide the Services; and (2) administer and make improvements to the Services. You hereby acknowledge that the Software does not operate as an archive or file storage service. You are solely responsible for the backup of Security Data and you alone can implement back up plans and safeguards appropriate for your requirements.
8.3. Liability for Security Data. UNDER NO CIRCUMSTANCES WHATSOEVER WILL PANORAYS, ITS SUBCONTRACTORS AND AFFLIATES BE LIABLE IN ANY WAY FOR ANY SECURITY DATA INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS THEREIN, FOR ANY INFRINGEMENT OF THIRD PARTY RIGHTS, OR LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE COLLECTION OR USE BY PANORAYS OF THE SECURITY DATA, OR THE TRANSFER OF SECURITY DATA TO YOU.
9.1. You hereby warrant and represent that you will provide all appropriate notices, obtain all required informed consents, comply at all times with all applicable privacy and data protection laws and regulations (including the EU General Data Protection Regulation (“
GDPR”)) for allowing Panorays to use the data in accordance with this Agreement (including, without limitation, the provision of such data to Panorays, the transfer of such data by Panorays to its affiliates and subcontractors, including transfers outside of the European Economic Area).
9.2. You expressly acknowledge and agree that you agree to comply with, and be legally bound by, the Panorays’ Data Processing Agreement (“DPA
”) available on https://docsend.com/view/xg5pqsg, which is hereby incorporated into and forms part of this Agreement.
9.3. In the event you fail to comply with any data protection or privacy law or regulation, the GDPR and/or any provision of the DPA then: (a) to the maximum extent permitted by law, you shall be fully liable for any such breach, violation and/or infringement by Panorays and Panorays’ affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents); and (b) in the event of any claim of any kind related to any such breach, violation or infringement, you shall defend, hold harmless and indemnify Panorays and Panorays’ affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.
10.1. Ownership. The Software is licensed and not sold to you under this Agreement. You expressly acknowledge that as between you and Panorays, Panorays solely and exclusively owns any and all worldwide right, title and interest in and to the Software and Security Rating Services, including all worldwide intellectual property rights therein, and including any modifications thereto and any reports and data derived thereunder, regardless of whether they are developed by either party. Nothing in this Agreement constitutes a waiver of Panorays’ intellectual property rights under any law.
10.2. Feedback. If you contact Panorays with any suggestions or feedback data regarding the Services, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions (collectively, “
Feedback”), such feedback shall be deemed to be the sole property of Panorays and Panorays will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but not limited to, any right for royalties or any other consideration, and undertake to treat the Feedback as Confidential Information (as defined below) of Panorays.
10.3. Trademarks. Subject to the terms and conditions of this Agreement, you hereby grant to Panorays a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable, and revocable license to use, reproduce, distribute, and display in promotional materials the names, marks, and logos provided by you for purposes of publicity and marketing only, including referencing you as Panorays’ customer.
17.1. You agree to defend, indemnify and hold harmless Panorays, its affiliates, and its respective officers, directors, employees and agents, and subcontractors from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Services; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right (for example, any claim that Security Data and/or Personal Data infringes or violates the rights of any third party). Without derogating from or excusing your obligations under this Section, Panorays reserves the right (at your expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining Panorays’ express written approval.
17.2. Panorays agrees to defend, indemnify and hold harmless Customer from and against any and all third party claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from any suit or claim that the Software, Services and/or Panorays intellectual property infringes the rights of, or misappropriates the property of, any entity or person. This indemnity is subject to Customer providing Panorays with written notice of the claim and allowing Panorays sole control of the defense and/or settlement thereof.
19.1. This Agreement is effective until terminated in accordance with this Section or until the end of the subscription term as set out in the applicable Proposal.
19.2. The license granted hereunder shall terminate immediately upon: (i) termination of this Agreement in accordance with Section 19.1 ; or (ii) written notice from Panorays to you in the event of your use of the Services for purposes other than the purposes permitted under this Agreement by you and/or any other failure by you to comply with any provision of this Agreement.
19.3. Upon termination of this Agreement, you shall cease all access to and use of the Software and the Security Rating Services. This Section 19.3
and Sections 7 (“Restricted Use”), 8.3
(“Liability for Security Data”), 10 (“Proprietary Rights
”), 12 (“No Legal Advice”), 13
(“Confidentiality”), 15 (“Warranty Disclaimer
”), 16 (“Limitation of Liability”), 17
(“Indemnification”), and 20 (“Assignment
”) to 23 (“General”) shall survive termination of this Agreement.
Last updated: May, 2020
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