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. and its affiliates (“Panorays”, “we”, “our” or “us”) and govern your access to, and use of the Platform as defined below. 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.
1. Ability to Accept. By accessing and/or using the Software, you affirm that you are over 18 years of age.
2. Proposals.
2.1. You may receive services as defined in the form provided to you by Panorays (“Proposal”). Each Proposal will set forth the type and description of the services, the quantities being ordered, and the applicable fees payable for such services. Proposals shall become binding upon their written acceptance by Panorays. In the event of a conflict between the terms of this Agreement and a Proposal, the terms of this Agreement shall prevail unless explicitly stated otherwise in a Proposal. Panorays shall not be responsible for providing any service or product not described in the applicable Proposal. You agree and acknowledge that any use of the services beyond the services and/or quantities outlined in the Proposal will incur additional charges.
2.2. You may order a demo of the Platform by registering on the Panorays website (“Demo”). After ordering a Demo, the Platform, in whole or in part, will be available to you until the earlier of: (a) the end of the Demo period for which you were registered to use the Platform; or (b) the start date of any Proposal ordered by you (in each case, unless earlier terminated in accordance with this Agreement). The services provided by Panorays as part of the Demo may be permanently lost or deleted at the end of the Demo period, unless you order the same services as those covered by the Demo or upgraded services, before the end of the Demo period. PANORAYS WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A DEMO.
3. The Platform
3.1. Panorays provides access to its Software platform including, without limitation, external assessment and third-party risk management functionalities, which support your vendor risk management processes (the “Software” and/or the “Platform”).
4. Assessment Data.
4.1. Assessment Data shall be electronic data and information submitted by or for you to the Services or collected and processed by or for you as a result of your use of the Platform (including, but not limited to, username, vendor information, support requests, and issue remediation) (“Assessment Data”). For clarity, Assessment Data may include data provided by you and/or your vendors through the Platform (which shall, as between the parties, remain owned by you and/or your vendors and shall only be used by Panorays to provide the Services or in accordance with this Agreement).
4.2. You hereby grant to Panorays a non-exclusive, perpetual right to collect, use, process, display, analyze, copy and store the Assessment Data in order to: (i) create Assessments through the Platform; (ii) administer and make improvements to the Platform; and (iii) collect and analyze anonymous information. It is clarified that you are responsible for the backup of Assessment Data, and you alone can implement backup plans and safeguards appropriate for your requirements.
4.3. The Assessment Data is made available as is. Panorays is not responsible for the Assessment Data, including for any errors or omissions by you in respect thereof or for any decision, act, or omission made by you in respect of or as a result of the Assessment Data. You represent, warrant, and covenant that you shall only provide Assessment Data that does not violate or infringe any applicable law or rights of any third parties.
5. Right to Use the Platform. Subject to the terms and conditions of this Agreement and payment of any applicable fees, Panorays grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, and non-transferable right to access and use the Software on a device that you own or control for internal business purposes, in accordance with any applicable use restrictions set forth herein or in the Proposal (if any). The license shall continue until terminated in accordance with Section 21 (Term and Termination).
6. Account. If you create an Account in connection with your use of the Software, you must provide accurate and complete information about yourself. You hereby agree: (a) not to allow anyone other than yourself to access or use your Account, not to create an Account for any third party, and not to use the account of any third party without their permission; (b) to provide accurate and complete Account and login information; (c) to remain solely
responsible and liable for the activity that occurs in connection with your Account; (d) to keep your Account password secure; and (e) to notify Panorays immediately of any breach of security or unauthorized use of your Account.
7. Restricted Use. You shall not, and shall not allow any third party to: (a) copy, distribute, broadcast, rent, lease, lend, use for timesharing or service bureau services, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of the Software or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software or any part thereof; (c) remove or distort any proprietary notices, labels, or legends on or in the Services; (d) use any automated means to access or use the Services, nor circumvent or disable any security or technological features of the Services; (e) use, send, upload, post, transmit, or introduce any device, code, routine or other item (including, without limitation, bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Software, nor any content that is unlawful, infringing, defamatory, deceptive, obscene, fraudulent, harassing, pornographic, or abusive; (f) use the Services to design or develop any competing product or service that competes with the Services; (g) use the Services for any unlawful or fraudulent purpose, to breach this Agreement, or infringe or misappropriate any third party intellectual property, privacy, or publicity right; (h) take any action that imposes or may impose, as determined in Panorays’ sole discretion, a disproportionately large load of incoming requests on the Software infrastructure; (i) violate or abuse password protections governing access to the Software; (j) use or direct the Services to interact with IP addresses or devices for which you are not expressly authorized to do so; or (k) use the Service directly or indirectly to initiate, propagate, participate, direct, or attempt any attack, hack, or send bandwidth saturation, malicious or potentially damaging network messages to any device.
8. Privacy.
8.1. 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”)) to allow Panorays to use the Assessment 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).
8.2. To the extent that Customer needs a data processing agreement or CCPA Addendum, Customer shall send an email to privacy@panorays.com and request Panorays’ Data Processing Agreement and/or CCPA Addendum, as applicable (such applicable document(s), the “DPA”) and return it, signed, to Panorays as described therein.
8.3. 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, and/or fail to return an executed version of the DPA to Panorays, then: (a) to the maximum extent permitted by law, you shall be solely and fully liable for any such breach, violation and/or infringement and/or processing of personal data without a DPA 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, and/or any claim related to processing of personal data without a DPA, 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.
9. Proprietary Rights.
9.1. 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, including all worldwide intellectual property rights therein, including any modifications thereto and any reports and data derived therefrom, regardless of whether they are developed by either party. Nothing in this Agreement constitutes a waiver of Panorays’ intellectual property rights under any law.
9.2. 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 the sole property of Panorays. You hereby waive any right to the Feedback, including but not limited to, any right to royalties or any other consideration, and undertake to treat the Feedback as Confidential Information (as defined below) of Panorays.
9.3. Trademarks. Subject to the terms and conditions of this Agreement, you hereby grant to Panorays a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, 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.
10. Third-Party Software. You expressly acknowledge that the Software (which is a software-as-a-service platform provided online) may include third-party components (“Third-Party Software”), which shall be used by you solely in conjunction with the Software, and shall not be used for any other purpose without the prior written consent of Panorays. Such Third-Party Software is provided “as is” without any warranty of any kind. In the event of any inconsistencies or conflicting provisions between the Third-Party Software licenses and the provisions of this Agreement, the provisions of the Third-Party Software licenses shall prevail. Panorays represents and warrants that the Software shall not include any Third-Party Software that is subject to a license that requires that the Third
Party Software, or other software distributed and/or combined with the Third-Party Software, be: (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge .
11. API. If Panorays makes available any application programming interface as part of the Agreement (together “API”), your use of such API is subject to this Agreement and any applicable usage guidelines or limits provided by Panorays. You shall use the API only for your internal business purposes and solely in connection with your authorized use of the Services. Without Panorays’ prior written consent, you may not: (a) share or disclose the API to third parties; (b) use the API in a commercial product or service; (c) exceed applicable usage limits, which shall be determined solely by Panorays and may be modified from time to time; or (d) use the API in a way that interferes with or degrades Panorays’ systems or violates any provided documentation. The API Services are provided “as is” without warranties of any kind. Panorays may suspend, limit, or modify the API Services at any time without notice. Notwithstanding the foregoing, this section shall apply only if you purchase the Model Context Protocol (MCP).
12. AI Features. The Services may include artificial intelligence components and/or offerings (collectively, “AI Features”). Your access to and use of any AI Features shall be subject to Panorays’ AI terms, as may be updated from time to time, which are hereby incorporated into this Agreement by reference.
13. Third-Party Sources. You may be able to view, access, link to, and/or use third-party platforms and/or services (collectively, “Third-Party Source(s)“) via the Software and/or may be able to view, access, link to, and use the Software and/or Services via Third-Party Sources. For the avoidance of doubt, once you request Panorays to enable and allow the connection or integration with a Third-Party Source, or access to such Third-Party Source, it is hereby agreed that such action and/or request constitutes your instruction under this Agreement and/or the DPA (if any) to do so. You hereby agree and acknowledge that: (a) Panorays has no control over such Third-Party Sources; (b) Panorays does not assume any responsibility for the content, terms of use, policies, actions or practices of any Third-Party Sources, including, without limitation, any use and/or processing of your data by such Third-Party Sources; (c) Panorays expressly disclaims all warranties regarding the accuracy, appropriateness, usefulness, safety, infringement, or intellectual property rights of, or relating to, such Third-Party Sources; (d) you are solely responsible and liable for your interaction and integration with such Third-Party Sources, including, without limitation, by executing the relevant contractual documents to this effect; and (e) you agree to waive, and hereby do waive, any legal or equitable rights or remedies regarding the foregoing. You acknowledge that the data will be stored and processed by the Third-Party Source as described in the Third-Party Source’s legal documentation.
14. No Advice. Some of the Services may include or assessments relating to recent data and privacy regulations. The questions included in any questionnaire are selected by Customer and not by Panorays. Specific outcomes, results and evaluations which may be provided as part of the Services should not be relied upon by you or third parties as proof of compliance with data protection and privacy laws and/or regulations. PANORAYS, ITS AFFILIATES AND/OR SUBCONTRACTORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO THE INFORMATION PROVIDED BY IT OR BY THIRD PARTIES IN CONNECTION WITH THE SERVICES (INCLUDING ANY DATA PROTECTION AND PRIVACY COMPLIANCE WORK) PERFORMED BY PANORAYS HEREUNDER. PANORAYS, ITS AFFILIATES AND/OR SUBCONTRACTORS ALSO DISCLAIM ANY RESPONSIBILITY FOR ANY INFORMATION OR REPRESENTATIONS MADE OR PROVIDED BY YOU. PANORAYS, ITS AFFILIATES AND SUBCONTRACTORS DO NOT INTEND OR REPRESENT THE PROVISION OF LEGAL ADVICE THROUGH ANY OF ITS SERVICES, WORK OR DOCUMENTATION. YOU ARE ADVISED TO CONSULT SEPARATELY WITH LEGAL ADVISORS, as you see fit.
15. Confidentiality. Each party agrees to keep confidential and to use only for purposes of performing its obligations under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement (“Confidential Information”). The obligation of confidentiality shall not apply to information that is publicly available through authorized disclosure or that is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and reasonably cooperate, at the objecting party’s expense, to take legal steps to resist or narrow such request). You acknowledge that the Services and any information in connection therewith shall be deemed Panorays’ Confidential Information. Upon any termination of this Agreement, each party shall return to the other party all Confidential Information of the other party, and all copies thereof, in the possession, custody or control of the party unless
otherwise expressly provided in this Agreement.
16. Payments. In consideration for the Services rendered by Panorays to you, you shall pay the applicable non refundable subscription fees specified in the Proposal (if any), at such times and for such periods as set forth therein. If not otherwise specified in the Proposal, all fees shall be paid annually and shall be due and payable within thirty (30) days of the date of invoice. Late payment shall be subject to a late fee equal to 1.5% per month or, if less, the maximum amount allowed by applicable law. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and you are responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. If any withholding tax is required by applicable law to be paid to the local tax authorities in relation to payments due to Panorays under this Agreement, you shall gross up the payments to ensure remittance of the full amounts owed without any deduction. Upon remittance of the required withholding taxes to the appropriate tax authorities, you will provide Panorays with official receipts from the appropriate taxing authorities to establish that any applicable taxes have been paid.
17. Warranty Disclaimer. THE SERVICES ARE PROVIDED “AS IS”, AND PANORAYS DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. PANORAYS OR ANY OF ITS AFFILIATES, SUBCONTRACTORS AND AGENTS WILL NOT BE LIABLE OR RESPONSIBLE FOR: (a) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (b) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR YOUR INTERNET OR DATA SERVICES. PANORAYS DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION THE REPORTS. YOUR USE OF AND RELIANCE UPON THE SERVICES IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND PANORAYS, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH ANY OF THE FOREGOING.
18. Limitation of Liability. IN NO EVENT WILL PANORAYS, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, FINES OR OTHER PENALTIES FOR NONCOMPLIANCE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, CONFIDENTIAL INFORMATION, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT PANORAYS (AND ITS LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, PANORAYS’ TOTAL CUMULATIVE AND AGGREGATED LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO US BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
19. Indemnification.
19.1. You agree to defend, indemnify, and hold harmless Panorays, its affiliates, and its respective officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorneys’ fees) arising from: (i) your violation of this Agreement or applicable law; and (ii) your violation of any third-party right, including without limitation any copyright, property, or privacy right (for example, any claim that Assessment Data or personal data infringes or violates the rights of a 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 that is subject to indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to indemnification by you without first obtaining Panorays’ express written approval.
19.2. 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 attorneys’ fees) arising from any suit or claim that the Software, Services and/or Panorays intellectual property infringes or misappropriates the intellectual 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.
20. Modification to Software. Panorays reserves the right, at any time, to: (i) discontinue, change, update or modify the Software or any aspect or feature thereof; (ii) reduce or otherwise modify the storage capacity of the Software; and (iii) remove or limit your access to any aspect or feature of the Software, provided that Panorays shall use reasonable efforts to ensure such discontinuance, change, update, or modification does not materially affect the quality or performance of the Software licensed to Customer.
21. Term and Termination
21.1.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.
21.2.The license granted hereunder shall terminate immediately upon: (i) termination of this Agreement in accordance with Section 21; 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 or any other failure by you to comply with any provision of this Agreement.
21.3. Upon termination of this Agreement, you shall cease all access to and use of the Software. This Section 20.3 and Sections 7 (“Restricted Use”), 8.3, 10 (“Proprietary Rights”), 13 (“No Advice”), 14 (“Confidentiality”), 16 (“Warranty Disclaimer”), 17 (“Limitation of Liability”), 18 (“Indemnification”), and 21 (“Assignment”) to 25 (“General”) shall survive termination of this Agreement.
22. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Panorays without restriction or notification.
23. Modification of Agreement. Panorays reserves the right to modify this Agreement at any time by publishing the revised Agreement in the Software. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the Services or any part thereof thereafter means that you accept those changes. No amendment of or waiver of this Agreement, or modification thereof that materially impacts your access to or use of the Services will be enforceable unless agreed in writing by the parties hereto.
24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the competent courts in Londin, England shall have jurisdiction over any dispute arising from this Agreement. If you incorporate in the United States or Canada, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, and only the competent courts located in Delaware, USA, shall have jurisdiction over any dispute arising from this Agreement.
25. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from the following force majeure events (“FME”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and (j) other events beyond the reasonable control of the party impacted by the FME.
26. General. If any provision, or part thereof, of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such reform shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement, and any other legal notices published by us in connection with the Services, shall constitute the entire agreement between you and Panorays concerning the Services. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Last updated: June 2026