Panoramic Terms and Conditions

1. GENERAL

Panoramic makes the Data Services available in connection with Customer’s purchase of certain Products from Panoramic or an Authorised Representative. These Terms and Conditions govern the provision of Data Services relating to the Products on Panoramic’s energy management platform which is accessed remotely by Customer. These Terms and Conditions do not cover the supply or other terms relating to Products, which are provided under contracts entered into between Panoramic and the Customer. THESE TERMS AND CONDITIONS ARE AN ELECTRONIC AGREEMENT AND CONSTITUTE A LEGALLY BINDING CONTRACT. BY USING THE DATA SERVICES, YOU, ON BEHALF OF THE CUSTOMER, CONSENT TO ENTER INTO THIS AGREEMENT, ACCEPT AND AGREE THAT CUSTOMER IS BOUND BY ALL THE TERMS OF THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO CONSENT TO SUCH TERMS ON BEHALF OF THE CUSTOMER.

For the avoidance of doubt, Customer acknowledges and agrees that provision and use of the Data Services may involve Processing of personal data and communications data. Panoramic’s Privacy Notice (the “Privacy Policy”), applies to the extent Panoramic Processes Personal Data as a Controller for its own independent purposes, and Section 9.13 and any applicable DPA govern Panoramic’s Processing of Customer Personal Data as a Processor on Customer’s behalf.

Customer may not access the Data Services if it is a direct competitor, except with Panoramic’s prior written consent. In addition, Customer may not access the Data Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

2. TERM; PRECEDENCE

2.1 Subject to the terms and conditions herein, the Customer shall have access to the Data Services relevant to the Products for the applicable period set out in the Contract (including any extensions thereof) for the purchase of such Products (the “Term”).

2.2 Order of precedence; exclusion of Customer terms. In the event of any inconsistency between documents forming the Contract, the following order of precedence applies: (1) any order form/statement of work or other written commercial terms agreed by the parties, and (2) these Terms and Conditions. These Terms and Conditions apply to the exclusion of any other terms Customer seeks to impose or incorporate (including in a purchase order or vendor portal), to the maximum extent permitted by law.

3. INTELLECTUAL PROPERTY OWNERSHIP

3.1 Use of Panoramic Technology

Except for the limited use rights expressly granted herein, these Terms and Conditions do not transfer from Panoramic to Customer any Panoramic Technology, and all right, title and interest in and to Panoramic Technology, will remain solely with Panoramic. Panoramic Technology, including, without limitation, its products and services, are protected by patents pending as well as, when applicable, copyrights. For the avoidance of doubt, nothing in this Agreement grants Panoramic any ownership rights in Customer Personal Data or Usage Data, except the limited rights to Process such data to provide the Data Services and as expressly permitted herein.

Except to the extent allowed by applicable law, Customer may not directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets relating to Panoramic Technology. There are no implied licenses under these Terms and Conditions, and any rights not expressly granted to Customer hereunder are reserved by Panoramic.

Panoramic Power is a trademark of Panoramic. With the exception of Customer Marks, Marks are the sole and exclusive property of Panoramic. Customer will not at any time do or permit any act to be done which may in any way impair Panoramic's rights in the Marks. All other trademarks are the property of their respective owners.

3.2 Usage Data, Retention, Analytics

Usage Data.

Customer retains all rights, title and interest in and to the Usage Data. Usage Data will be used by Panoramic, the relevant Authorised Representative (unless otherwise agreed by Customer), and third party service providers solely to provide, secure, maintain, support and improve the Data Services. Panoramic may transfer Usage Data to entities in the same and other jurisdictions only in accordance with this Agreement. The terms of Panoramic’s Privacy Notice, as updated from time to time and accessible at https://support.powerradar.energy/en_US/legal/privacy-notice, shall apply only to the extent Panoramic Processes Personal Data as a Controller for its own independent purposes; where Panoramic acts as a Processor on Customer's behalf, the terms of this Agreement shall apply and shall prevail in the event of conflict. For the avoidance of doubt, neither Panoramic nor its service providers may use Customer Personal Data, Usage Data or other data identifiable to Customer or any individual to train general-purpose artificial intelligence or machine learning models, except as expressly authorised by Customer in writing or to the extent such data has been irreversibly de-identified in accordance with Section 3.2(3).

Retention

During the Term of this Agreement, Usage data shall be available from the date of their creation as follows, subject to the below and Panoramic's documented backup and business continuity procedures. 

for a rolling period of six months at the maximum data resolution of 1 data point / 5 minutes;

for a rolling period of one year at a maximum data resolution of 1 data point / 1 hour; and

for a rolling period of five years at a maximum resolution of 1 data point / 12 hour.
Usage data older than five years is archived offline. Offline data can be provided to Customer upon specific request for additional fee. 

Following termination or expiry of this Agreement, within a period of two years, available offline data can be provided to the Customer to download but additional fees may apply.

Analytic Data

Panoramic shall have the right to generate averaged data, aggregated data, benchmarks, comparisons or recommendations using Usage Data, and to generate other calculations and derivatives using, containing or referencing Usage Data, including aggregating Usage Data with data relating to third parties (all of the foregoing and the product of such activities referred to collectively herein as “Analytic Data”), provided that (a) Analytic Data is irreversibly de-identified so that it does not identify Customer, any user, any facility, meter, device, or any individual and cannot reasonably be re-identified, and (b) Panoramic will not attempt to re-identify any de-identified data. All rights, title and interest in Analytic Data shall be held solely by Panoramic. Panoramic shall have the right to use, exploit, transfer, lease, sell or otherwise commercialize Analytic Data for any and all purposes without notice or obligation to Customer, provided that Analytic Data does not identify Customer or any individual. Panoramic may use Analytic Data to develop, test, improve or train analytics, artificial intelligence or machine learning models only where such Analytic Data has been irreversibly de-identified in accordance with this Section. Nothing in these Terms and Conditions authorises Panoramic or any third party to use Customer Personal Data, Usage Data or other data identifiable to Customer or any individual for such purposes unless Customer has expressly authorised such use in writing. Customer shall have no right to consideration or any other right arising from the creation or exploitation of Analytic Data.

4. PANORAMIC DUTIES AND RESPONSIBILITIES

4.1 Panoramic Services

Subject to Customer's compliance with these Terms and Conditions and payment of all amounts due (where applicable) to Panoramic or an Authorised Representative in connection with Data Services, Panoramic agrees to use commercially reasonable efforts to provide the Data Services in accordance with these Terms and Conditions, including maintaining appropriate technical and organisational security measures in accordance with Section 9.13.

4.2 WARRANTY

Panoramic shall use reasonable commercial efforts consistent with prevailing industry standards to minimize errors and interruptions in the Data Services, provided that:

Products are installed and Data Services and Products are used, each strictly in accordance with the applicable documentation and these Terms and Conditions (including, without limitation, use of Products in the unmodified form in which they are received);

Timely payment of all amounts due (where applicable) in respect of Data Services or any part of it; and

Customer is not in default of any provision of these Terms and Conditions or the terms of any other obligations relating to Data Services to which Customer is bound, and

Data Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of causes beyond Panoramic's reasonable control. Panoramic will not be liable as a result of these temporary loss of Data Services. 

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE DATA SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS AND USE OF THE DATA SERVICES IS AT ITS OWN RISK. PANORAMIC DOES NOT MAKE, AND HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED UNDER ENGLISH LAW ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PANORAMIC DOES NOT WARRANT THAT THE DATA SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. IN THE EVENT OF ANY BREACH OF THE WARRANTIES UNDER THIS SECTION 4, CUSTOMER’S SOLE REMEDY IS TERMINATION PURSUANT TO SECTION 8 OF THESE TERMS AND CONDITIONS.

4.3 Disclaimer

Under no circumstances shall Panoramic be liable, either in contract, tort, warranty, strict liability, negligence or under any statute, regulation or any other theory for: (i) unauthorized access, alteration, theft, corruption, loss, or destruction of or to Customer’s or its end user’s files, databases, or network; (ii) the content of the information sent to or received from the server providing the Data Services; or (iii) the downtime or lack of performance quality with respect to the ISP providing connectivity or any third party software used to provide remote access. Customer acknowledges that use of Data Services is at Customers' own risk, and that when using the Data Services, information will be transmitted over a medium which is beyond the control and jurisdiction of Panoramic. Panoramic shall have no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with Data Services. Panoramic makes no warranties, or representations as to the accuracy, reliability or otherwise with respect to such information, and assumes no liability or responsibility of any kind for omissions or errors. In no event shall Panoramic be liable for any damages (including, without limitation, incidental and consequential damages, loss of anticipated savings, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Data Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not Panoramic is advised of the possibility of such damages. In the event that Data Services are disrupted, Panoramic will make reasonable efforts to notify Customers at the e-mail address Panoramic maintains as its primary contact address. However, in the event of a natural or technological disaster, malfunction or other disruption of the Data Services, Panoramic may not have the ability to notify Customers of the outage or disruption.

5. CUSTOMER DUTIES AND RESPONSIBILITIES.

5.1 WARRANTIES OF CUSTOMER

Customer represents and warrants that the performance of its obligations and use of the Data Services (by Customer and its users) will not violate any applicable laws or regulations or cause a breach of any obligations with any third parties.

Customer may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Data Services, or in any way reproduce or circumvent the navigational structure or presentation of the content, to obtain or attempt to obtain any information through any means not purposely made available through the Data Services.

Customer may not attempt to gain unauthorized access to any portion or feature of the Data Services, or any other systems or networks connected to the Data Services, by hacking, password “mining” or any other illegitimate means.

Customer may not probe, scan or test the vulnerability of the Data Services or any network connected to the Data Services, nor breach the security or authentication measures on the Data Services or any network connected to the Data Services.

Customer agrees not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Data Services or any systems or networks connected to the Data Services. Customer agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Data Services.

The Data Services allow the Customer to appoint users of the Data Services who may log in to view data and/or receive alerts via the Data Services. By submitting user data, Customer warrants that Panoramic has the right to use the user data for these purposes and to Process such Personal Data in accordance with Section 9.13. Customer shall ensure that all such users do not perform any act which would be a breach of these Terms and Conditions if carried out by Customer.

5.2 Breach of Warranties.

In the event of any breach of the foregoing warranty or any duties and responsibilities, in addition to any other remedies available at law or in equity, Panoramic will have the right, in its sole reasonable discretion, to suspend immediately any related Data Services if deemed reasonably necessary by Panoramic. Panoramic will provide notice and opportunity to cure if practicable depending on the nature of the breach. Once cured, Panoramic will promptly restore the Data Services.

5.3 Compliance with Law and Acceptable Use.

Customer agrees that it will use the Data Services only for lawful purposes and in accordance with these Terms and Conditions. Customer will comply at all times with all applicable laws and regulations, including Applicable Data Protection Laws to the extent Customer acts as a Controller of any Personal Data. Customer will not and will not assist any third party to access data generated by Products other than by means of Data Services provided by Panoramic hereunder. As a condition for receiving Data Services, Customer shall comply with the terms of any agreement (including, without limitation, payment obligations) between Customer and Panoramic or any Authorised Representative in respect of Products. Customer will not enable use of Data Services other than by its authorized users and will ensure that users keep their passwords secure.

5.4 Equipment

Customer shall be responsible for selecting, obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Data Services, including, without limitation, modems, hardware, servers, software, operating systems, networking equipment, web servers, and long distance and local telephone service, but excluding the Data Services Software (collectively "Equipment"). Customer shall be responsible for ensuring that the Equipment is compatible with the Data Services and the Data Services Software and complies with the Panoramic documentation. Customer shall also be responsible for the security and use of Equipment. Customer may connect and activate third party products with the Data Services Software (under agreement with Panoramic and in consideration for the payment of agreed fees) provided they are compatible with the Data Services Software. Panoramic does not warrant or guarantee availability of Data Services for third party products and disclaims all responsibility and liability for third party products and their access to the Data Services Software. 

6. LIMITATIONS OF LIABILITY

6.1 Limitation of Damages

For any claim arising under or related to the Data Services or these Terms and Conditions, whether arising under contract, tort (including negligence), strict liability or otherwise, Customer’s damages or recovery, if any, shall be limited to direct damages, subject to the following limitations:

Panoramic shall not be liable under any circumstances for any indirect, incidental, reliance, special, consequential damages or for lost revenue, loss of anticipated savings, lost profits, replacement goods or services, business interruption, lost data or corruption of data, interruption of Data Services, lost opportunities, damage to goodwill or diminished stock price, even if Panoramic has been advised of the possibility of such damages; without limitation of the foregoing, Panoramic shall have no liability arising from or relating to Customer's use of user data or reliance on customer data to make business decisions; and.

Panoramic’s maximum aggregate liability in connection with these Terms and Conditions for Data Services shall in no event exceed an amount greater than £1000. 

6.2 Liability which is Neither Limited nor Excluded

Nothing in these Terms and Conditions shall operate to limit or exclude Panoramic’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation and any other matter liability for which may not be lawfully excluded or limited, including any liability that may not be limited or excluded under Applicable Data Protection Laws.

6.3 Basis of the Bargain; Failure of Essential Purpose.

The parties acknowledge that Panoramic has set its prices and entered into these Terms and Conditions in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in these Terms and Conditions will survive and apply even if found to have failed of their essential purpose.

7. INDEMNIFICATION

Customer will indemnify, defend and hold Panoramic harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) resulting from any claim, suit, action, or proceeding brought by any third party against Panoramic (i) alleging any breach of the Customer obligations, representations and warranties under these Terms and Conditions; or (ii) arising from the Usage Data; and/or (iii) arising from Panoramic's use of Customer Marks.

8. TERMINATION

8.1 Termination for Cause

Either party may terminate this Agreement if: (i) the other party breaches any material term or condition of these Terms and Conditions and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees (where applicable), which must be cured within five (5) days after receipt of written notice via email from Panoramic; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

8.2 No Liability for Termination

Panoramic will have no liability for any termination or expiration of any Data Services or these Terms and Conditions.

8.3 Effect of Termination

Upon the effective date of termination of these Terms and Conditions:

Panoramic will immediately cease providing the Data Services and Customer’s access to the Data Services will be immediately suspended;

any and all payment obligations (where applicable) of Customer under these Terms and Conditions for Data Services provided through to the date of termination will immediately become due and payable;

provided the Customer is not in breach of its obligations, Customer may request and receive from Panoramic a text file copy of all Usage Data (not including Software) in an “as is and with all faults” condition for a period of up to 2 years prior to termination subject to Section 4 above.

8.4 Survival

The following provisions will survive any expiration or termination of these Terms and Conditions: Sections 3, 4.2(2), 4.3, and 5 through 9. Termination of these Terms and Conditions shall not affect any agreement for the provision of Products except to the extent that the terms of such agreement require the Data Services to be made available to Customer.

9. MISCELLANEOUS PROVISIONS

9.1 Force Majeure

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under these Terms and Conditions due to any cause beyond its reasonable control (a "Force Majeure Event"), provided that the delayed party, to the extent practicable: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Panoramic is unable to provide Data Service(s) for a period of thirty (30) consecutive days as a result of a continuing Force Majeure Event, either party may terminate the Data Services. For the avoidance of doubt, a Force Majeure Event does not excuse or suspend Customer's obligation to pay undisputed amounts due and payable for Data Services provided prior to the Force Majeure Event.

9.2 Marketing

Customer agrees that during the term of these Terms and Conditions Panoramic may publicly refer to Customer, orally and in writing, as a Customer of Panoramic. 

9.3 Governing Law

These Terms and Conditions are made under and will be governed by and construed in accordance with the laws of Israel. The competent courts of Tel Aviv Jaffa shall have exclusive jurisdiction over any dispute arising out of these Terms and Conditions or the Data Services (including, without limitation, non-contractual disputes and claims); provided, however, that any claim by Panoramic for preliminary or injunctive relief, other pre-judgment remedies, and claims for Customer’s failure to pay for Data Services in accordance with these Terms and Conditions may be brought in any court of competent jurisdiction in any country or state where Customer has assets.

9.4 Severability, Waiver

In the event any provision of these Terms and Conditions is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of these Terms and Conditions will remain in full force and effect. The waiver of any breach or default of these Terms and Conditions will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

9.5 Assignment

Customer may not assign its rights or delegate its duties under these Terms and Conditions either in whole or in part without the prior written consent of Panoramic, and any attempted assignment or delegation without such consent will be void. Panoramic may assign these Terms and Conditions in whole or part. Panoramic may also delegate the performance of certain Data Services to any third parties, provided Panoramic remains responsible to Customer under these Terms and Conditions. Subject to the foregoing, these Terms and Conditions will bind and inure to the benefit of each party's successors and permitted assigns.

Subcontracting; Sub-processors

Panoramic may subcontract or delegate performance of all or part of the Data Services, including to Sub-processors. Panoramic’s current material Sub-processors are Amazon Web Services, Inc. (including Amazon Bedrock, and where applicable AWS EMEA SARL), FullStory, Inc., Functional Software, Inc. d/b/a Sentry, Coralogix Ltd., Userflow, Inc., Catamorphic Co. d/b/a LaunchDarkly, Zendesk, Inc., Google LLC (Firebase, and where applicable Google Ireland Limited), and 650 Industries, Inc. d/b/a Expo. Panoramic may update its list of material Sub-processors from time to time and will make the then-current list available to Customer upon request or by other written notice.

9.6 Change in Data Services

Panoramic has the right to change, modify and otherwise convert the technology used to provide the Data Services and terms under which the Data Services are offered, provided that the basic functionality and quality of the Data Services will not thereby be reduced.

9.7 Changes to these Terms and Conditions

Panoramic is continuously making enhancements and revisions to the Data Services and may, at its discretion, update these Terms and Conditions from time to time. If Panoramic revises these Terms and Conditions, Panoramic will provide notification of such changes by sending an email to Customer or by displaying an in-app notification. For material changes (including changes affecting license scope, data use/AI use, security, or Section 9.13), Panoramic may require re-acceptance (for example, by gating access until acceptance is provided). Customer's continued use of the Data Services following Panoramic's notification and, where applicable, re-acceptance of the revised Terms and Conditions constitutes acceptance of the revised Terms and Conditions.

Privacy Notice and order of precedence. Panoramic maintains a separate privacy notice (the Privacy Notice) that describes how Panoramic Processes Personal Data when acting as a Controller (including, for example, in relation to its website, sales and marketing activities, recruitment, and general account administration). For the avoidance of doubt, the Privacy Notice does not apply to Customer Personal Data Processed by Panoramic as a Processor on behalf of Customer in connection with the Data Services, which is governed by Section 9.13 herein. In the event of any inconsistency between the Privacy Notice and Section 9.13, Section 9.13 shall prevail with respect to such Customer Personal Data.

Changes affecting privacy. Means the online functionality or any part of it on the platform provided by Panoramic in relation to the Products as accessed through the Panoramic hosted servers by means of service user interface or designated application programmable interface (API) or any data services, reports and/or insights specifically provided (where applicable, for additional fee) by Panoramic to the Customer under any Contract. For the avoidance of doubt, the Data Services may involve the Processing (as defined under Applicable Data Protection Laws) of personal data relating to Customer’s users and other individuals in accordance with Section 9.13 (Data Protection).

Without limitation, where a change to the Data Services or these Terms and Conditions materially reduces privacy or security protections relating to Customer Personal Data, Panoramic will provide Customer with prior notice where reasonably practicable. If such change materially and adversely impacts Customer’s ability to comply with Applicable Data Protection Laws, Customer may terminate the impacted Data Services by written notice within 30 days of such notice, and Panoramic will refund any prepaid fees for the unused portion of the Term for the impacted Data Services (if any fees were paid to Panoramic for such Data Services).

9.8 Confidentiality

Each party shall keep confidential all Confidential Information of the other party which comes into its possession or control and, except as permitted by this Section 9.8(1), shall not copy or disclose the Confidential Information (in whole or in part) to any third party, nor permit access to it by any third party, in each case without the prior written consent of the other party. Each party shall be permitted to divulge the Confidential Information of the other party: (i) as permitted by these Terms and Conditions; (ii) to personnel, agents, contractors and representatives who need to know it for the purpose of providing or receiving the Data Services or otherwise performing the recipient party's obligations or enforcing the recipient party's rights under this Agreement, provided that the recipient party ensures that the individual or entity is obliged to keep the Confidential Information confidential on terms no less onerous than those set out in this Section 9.8(1). Neither party shall be in breach of this Section 9.8(1) by reason only of disclosing Confidential Information which is in the public domain (other than by its breach of this Section 9.8(1)) or if the party is required to disclose it by law or by a stock exchange or by any regulatory authority, provided that (to the extent permitted by law) the disclosing party gives the other party prompt notice and cooperates (at the other party's expense) in seeking confidential treatment or a protective order.

Customer agrees that the passwords associated with its account with Panoramic are confidential information and Customer will maintain them in confidence and not share them with anyone else. Customer is solely responsible for use of the Data Service and all activity on its account. Customer will ensure that its users comply with appropriate security practices (including use of strong passwords and multi-factor authentication where available).

North American users of the Data Services may receive PRT 5CP alerts via the Data Services.  These alerts are confidential and the alerts and any information in them shall not be extracted from the Data Services or used outside the Customer’s organisation.

9.9 Notice

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier or mailed by registered or certified mail, return receipt requested, postage prepaid, to Panoramic at the following address: 15 Atir Yeda St. Kfar Saba, Israel; and to Customer, at the email address provided during registration. Such notice will be deemed to have been given as of the date it is delivered and in the case of email when it is sent without any error notification in return. For notices under Section 9.13 (Data Protection) relating to a Security Incident, Panoramic will additionally use reasonable efforts to notify Customer's designated security or privacy contact (if provided) and to mark such notice as "urgent".

9.10 Relationship of Parties

Panoramic and Customer are independent contractors and these Terms and Conditions will not establish any relationship of partnership, joint venture, employment, franchise or agency between Panoramic and Customer. Neither Panoramic nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

9.11 Entire Agreement

These Terms and Conditions, including all documents incorporated herein by reference, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and documents, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by Panoramic without need of further notice of objection, and shall be of no effect or in any way binding upon Panoramic.

Except for the Term of the Data Services, the terms of agreements entered into by the Customer for the purchase of Products are expressly excluded from these Terms and Conditions. Customer acknowledges that where Customer has purchased Products any claims relating to the Products shall be solely governed by the terms of such agreements. Panoramic's sole obligations to Customers in connection with Data Services are as expressly set forth in these Terms and Conditions. 

9.12 Third Party Rights

Save as expressly set out herein, a person who is not a party to these Terms and Conditions shall not have any right to enforce any term of these Terms and Conditions under the applicable law. 

9.13 Data Protection (Controller/Processor Terms)

(a) Scope and precedence. This Section 9.13 applies to the Processing of Personal Data under these Terms and Conditions. Where Panoramic Processes Customer Personal Data as a Processor, the parties agree to comply with the data processing agreement between them (the "DPA"), if any, which is incorporated by reference. In the event of any conflict, the DPA shall prevail in respect of Processor Processing of Customer Personal Data; otherwise this Section 9.13 shall prevail over any other provision of these Terms and Conditions to the extent of the conflict.

(b) Roles; Privacy Notice. Customer is the Controller and Panoramic is the Processor to the extent Panoramic Processes Customer Personal Data on Customer's behalf to provide the Data Services. Panoramic is a Controller to the extent it Processes Personal Data for its own independent purposes, in which case such Processing is governed by Applicable Data Protection Laws and Panoramic's Privacy Notice. The Privacy Notice does not apply to Customer Personal Data Processed by Panoramic as a Processor and does not expand Panoramic's rights to Process Customer Personal Data beyond the Contract and any DPA.

(c) Customer obligations. Customer warrants that it has all necessary rights and lawful basis to provide Customer Personal Data to Panoramic and to permit the Processing contemplated by the Contract and any DPA, including for user access and notifications.

(d) Instructions. Where Panoramic acts as a Processor, it shall Process Customer Personal Data only on Customer's documented instructions as set out in the Contract and any DPA, unless required by applicable law.

(e) Confidentiality. Panoramic shall ensure that persons authorised to Process Customer Personal Data are subject to confidentiality obligations.

(f) Security. Panoramic shall implement appropriate technical and organisational measures to protect Customer Personal Data.

(g) Sub-processors. Customer authorises Panoramic to use Sub-processors. Panoramic will impose appropriate data protection obligations on Sub-processors and remain responsible for their Processing. Panoramic’s current material Sub-processors are Amazon Web Services, Inc. (including Amazon Bedrock, and where applicable AWS EMEA SARL), FullStory, Inc., Functional Software, Inc. d/b/a Sentry, Coralogix Ltd., Userflow, Inc., Catamorphic Co. d/b/a LaunchDarkly, Zendesk, Inc., Google LLC (Firebase, and where applicable Google Ireland Limited), and 650 Industries, Inc. d/b/a Expo. Panoramic may update its list of material Sub-processors from time to time and will make the then-current list available to Customer upon request or by other written notice.

(h) International Transfers. Panoramic may make international transfers of Customer Personal Data only in accordance with Applicable Data Protection Laws and any DPA (including use of SCCs/IDTA or equivalent safeguards where required).

(i) Assistance. Panoramic will provide reasonable assistance as required by Applicable Data Protection Laws and any DPA in relation to data subject requests, security incident notifications, and impact assessments, taking into account the nature of the Processing.

(j) Security Incidents. Panoramic will notify Customer without undue delay after becoming aware of a Security Incident and provide information reasonably required to support Customer's compliance obligations.

(k) Deletion/return. Upon termination or expiry of the Agreement, Panoramic will delete or return Customer Personal Data in accordance with the Contract and any DPA, subject to legally required retention and standard backup practices. De-identified Analytic Data is not required to be deleted.

(l) Audit. Panoramic will make available information reasonably necessary to demonstrate compliance with this Section 9.13 and any DPA, and will allow audits to the extent required by Applicable Data Protection Laws, subject to reasonable confidentiality and access controls.

(m) No sale. Panoramic will not sell Customer Personal Data or disclose it for third parties' independent marketing purposes.

(n) AI Features. Panoramic may make available optional artificial intelligence-enabled chat or similar features as part of the Data Services (each, an “AI Feature”). Any AI Feature that uses Customer personal data, Usage Data or other data identifiable to Customer or any individual to generate responses for Customer will be disabled by default and may be activated only if Customer enables the AI Feature for its organisation and each relevant user completes any required informed opt-in flow. Customer may disable an AI Feature for its organisation at any time, and Panoramic will provide a means for users to withdraw their opt-in at any time, in each case with effect on a going-forward basis.

Where Panoramic provides an AI Feature on Customer's behalf using Customer personal data, Panoramic acts as a Processor and will Process such data solely to provide the AI Feature in accordance with Customer's instructions, these Terms and Conditions and any DPA. Before activating an AI Feature, Panoramic will identify to Customer any third-party large language model, model-hosting or similar provider used for that AI Feature, treat such provider as a Sub-processor, and impose contractual restrictions appropriate to the Processing, including prohibiting the provider from using Customer Personal Data, Usage Data or other data identifiable to Customer or any individual to train or improve its general-purpose artificial intelligence or machine learning models except as expressly authorised by Customer in writing. Panoramic will maintain records of organisational enablement and user opt-ins for AI Features, including timestamp and the applicable notice or policy version.

Version dated July 2026.