Terms of Service

Effective date: November 12, 2025

Welcome to Pano. Please read on to learn the rules and restrictions that govern your use of our websites, including https://www.pano.ai, https://360.pano.ai (each our “Website”) as well as our products, services and applications (collectively with the Websites, the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Support Contact

Email:  support@pano.ai

Phone:  USA & Canada: +1-844-521-0322 ; AUS: +61-1800-960-870

These Terms of Service (the “Terms”) are a binding contract between you and the applicable Pano Entity (as defined in the table below) (“Pano,” “we” and “us”).  Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. You represent and warrant that you are an individual of legal age to form a binding contract (or if not , you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

These Terms include the provisions in this document as well as those in the Privacy Policy, Copyright Dispute Policy and any other relevant policies. Your use of or participation in certain Services or Services features may also be subject to additional policies, rules and/or conditions, including Product Specific Terms (collectively, “Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. 

Entities that have executed enterprise agreements with Pano (each, an “Enterprise” and each such agreement, an “Enterprise Agreement”) may, in each such Enterprise’s discretion, permit certain of their employees (each, an “Enterprise Employee”) to access the Services.  If you are agreeing to these Terms in your capacity as an Enterprise Employee, to the extent of any conflict or inconsistency between a specific term of these Terms and a specific term of the applicable Enterprise Agreement, the specific term of the Enterprise Agreement shall take precedence and govern and control to the extent of any such conflict and/or inconsistency.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about Updates, Limitation of Liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Updates‍
   
   1. Services Updates. We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. 
   2. Terms Updates. These Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on the applicable Website, send you an email, and/or notify you by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. 

2. Privacy‍
   
   1. Pano Privacy Policy. Pano takes the privacy of its users very seriously. For the current Pano Privacy Policy, please click here.
   2. Children’s Online Privacy Protection Act. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at the applicable support contact set forth above (the “Support Contact”).

3. Accounts‍
   
   1. You may be required to sign up for an account, select a password and user name (“Pano User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Pano User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
   2. Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by a SAML-based SSO offered by your employer. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.
   3. You will not share your Pano User ID, account or password with anyone, and you must protect the security of your Pano User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Pano User ID and account.

4. Messages‍
   
   1. As part of the Services, you may receive communications through the Services, including messages that Pano sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Pano to send you information regarding your account or alerts you set through the Services, which may include Pano using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Pano, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Pano. You agree to indemnify and hold Pano harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

5. Use of Services‍
   
   1. You will only use the Services (including the Content, as defined below) for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party; however, if you are an Enterprise Employee, then you are permitted to use the Services for the purposes set forth in the Enterprise Agreement. You may only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law. Your use of the Services will comply with our Acceptable Use Policy.
   2. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Pano's) rights.
   3. You understand that Pano owns the Services. Title to all patents, copyrights, trade secrets, and other intellectual property rights in or related to the Services (including all of its component parts and the data it produces, but not including third party Content or services) are and will remain the exclusive property of Pano. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply. 
   4. If you provide ideas, suggestions, or recommendations regarding the Services ("Feedback"), these discussions will not constitute joint development.  Pano is free to use and incorporate Feedback without any compensation to you, and you hereby assign to Pano all right, title and interest in any intellectual property rights you may have or obtain in the Feedback. 
   5. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

6. Confidentiality‍
   
   1. In connection with using the Services, you may access or Pano may share with you Confidential Information. “Confidential Information” means written, confidential, and proprietary information of Pano that is not generally available to the public, including non-public aspects of the Services.  All Confidential Information will remain the property of Pano.
   2. During and after the term, you will (a) take all reasonable precautions to protect the confidentiality of the Confidential Information and shall use no less than the degree of care it uses in protecting your own Confidential Information of a similar nature; (b) not use any Confidential Information except for the purpose of fulfilling your obligations or exercising your rights under these Terms; (c) not, or permit others to, disclose any Confidential Information to any other person or entity without the prior written consent of Pano; (d) not remove, or permit to be removed, any notice indicating the confidential nature of the Confidential Information, and (e) return all Confidential Information at the earlier of the termination of these Terms or upon Pano’s request.

7. User Submissions‍
   
   1. Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users (including those outside of your organization). You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. Your User Submissions will comply with our Acceptable Use Policy. You represent and warrant that you have all rights to grant the licenses below without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.‍
   2. User Submission Licenses
      
      1. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.
      2. By submitting User Submissions through the Services, you hereby do and shall grant Pano a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. 
      3. You also hereby do and shall grant each user of the Services a non-exclusive, perpetual license to access your User Submissions through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. 
      4. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. 
      5. Finally, you understand and agree that Pano, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

8. Copyright Dispute Policy‍
   
   1. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here.

9. Third Party Content, Sites & Services‍
   
   1. Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. 
   2. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
   3. The Services may contain links or connections to third-party websites or services that are not owned or controlled by Pano. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Pano is not responsible for such risks. 
   4. Pano has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Pano will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 
   5. If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Pano is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Pano, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

10. Payment Terms‍
    
    1. The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
    2. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). The following terms apply to such Paid Services:
       
       1. Prices. You shall pay the fees in accordance with the applicable Pano order form, statement of work, or similar document (as applicable, an “Order”).
       2. Payment Terms.  Pano shall provide invoices for the Services and you shall pay the amounts owed in accordance with the payment terms on the applicable Order.  For all amounts not paid when due, you shall pay an additional charge equal to one and one-half percent (1.5%) of these amounts per month or partial month until paid, except that these additional charges will not apply to unpaid amounts that you are disputing in good faith. For all undisputed amounts not paid within 60 days of the due date, Pano may pause Services until all undisputed, past due invoices have been paid.
       3. Taxes. Pano’s pricing and fees do not include applicable transaction taxes, including sales and use taxes, value added taxes, privilege taxes, and other transactional charges such as duties, customs, tariffs, imposts, and government imposed surcharges (“Transaction Taxes”), which if applicable are your responsibility.  If Pano is required by law to collect Transaction Taxes from you and remit them to a taxing authority, Pano will separately state the Transaction Taxes on an invoice unless you provide Pano a valid exemption certificate.  Each party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.
       4. Australia.  The following applies if you are domiciled in Australia. 
          
          1. Goods and Services Tax. Unless otherwise expressly stated, all prices, fees or other amounts payable hereunder are exclusive of goods and services tax (“GST”). If GST is imposed on any supply hereunder and the amount is exclusive of GST, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on the taxable supply. A party is not obliged to pay an amount for GST in respect of a taxable supply to it until given a valid tax invoice for the supply. Terms not defined, but which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth of Australia), have the same meaning when used in this section.
          2. Duties.  As between the parties, you are liable for and must pay all duties (including any interest or penalties) on or relating to these Terms.
          3. Withholding. All payments hereunder must be made free and clear of all deductions or withholdings unless the deduction or withholding is required by law. If a deduction is required by law, the party making the payment must pay an additional amount as is necessary to ensure the net amount received by the recipient after withholding is equal to the amount the recipient would otherwise be entitled to if not for the withholding.
          4. Nothing in these Terms excludes, restricts or modifies any consumer guarantees or other rights you may have under the Australian Consumer Law.

11. Termination ‍
    
    1. You’re free to terminate your use of the Services at any time by contacting us at Support Contact; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.  For clarity, any such termination does not terminate any Enterprise Agreement, which will continue in accordance with its terms.
    2. Pano is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Pano has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
    3. Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. 
    4. If you have deleted your account by mistake, contact us immediately at Support Contact – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
    5. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

12. Services Disclaimers
    
    1. IMPORTANT: THE SERVICES ARE NOT INTENDED TO REPLACE, AND IN EMERGENCY SITUATIONS ALWAYS FOLLOW, OFFICIAL EMERGENCY ALERTS, EVACUATION ORDERS, EMERGENCY SERVICES GUIDANCE, ESTABLISHED EMERGENCY PROTOCOLS AND/OR CHAIN OF COMMAND. THE SERVICES PROVIDE SUPPLEMENTAL INFORMATION ONLY AND SHOULD NEVER BE SOLELY RELIED UPON FOR THREAT DETECTION AND RESPONSE.‍
    2. Pano and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Pano and all such parties together, the “Pano Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Pano Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Pano Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY PANO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
    3. THE SERVICES ARE A TOOL FOR EMERGENCY MANAGEMENT PROFESSIONALS INTENDED TO PROVIDE SUPPLEMENTAL INFORMATION AND IS NOT MEANT TO REPLACE EXISTING THREAT DETECTION PROTOCOLS.  PANO DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES CAN OR WILL DETECT EVERY THREAT.  ENVIRONMENTAL CONDITIONS AND OTHER FACTORS MAY AFFECT PERFORMANCE, INCLUDING AVAILABILITY OF CONNECTIVITY AND POWER.  PANO DOES NOT ASSUME AND HEREBY DISCLAIMS RESPONSIBILITY FOR ANY RESULTS OR EFFECTS ARISING FROM USE OF THE SERVICES.  THREAT CONFIRMATION AND RESPONSE IS THE COMPLETE AND SOLE RESPONSIBILITY OF USERS (AND OTHER THIRD PARTIES) AND PANO IS NOT RESPONSIBLE FOR AND DOES NOT ASSUME ANY LIABILITY FOR FAILING TO DETECT ANY PARTICULAR THREAT, ANY INACCURATE DETECTION OR ANY THREAT RESPONSES OR OTHER ACTIONS OR INACTIONS TAKEN BY CUSTOMER, USERS OR OTHERS.  YOU ACKNOWLEDGE THAT: (1) THE SERVICES ARE INTENDED TO BE A SUPPLEMENTAL VISUAL AID FOR USE BY TRAINED EMERGENCY MANAGEMENT PROFESSIONALS; AND (2) USERS OF THE SERVICES SHOULD NEVER RELY SOLELY ON THE SERVICES IN MAKING DETECTION OR RESPONSE DECISIONS, BUT INSTEAD INTERPRET ALL AVAILABLE INFORMATION (OF WHICH THE OUTPUT OF THE SERVICES IS ONLY ONE ELEMENT) TO MAKE FINAL DECISIONS REGARDING THREAT DETECTION AND RESPONSE.
    4. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, PANO WILL NOT BE LIABLE TO DEFEND, INDEMNIFY OR REIMBURSE YOU OR ANY OTHER PARTY, PERSON, OR ENTITY FOR ANY LOSS OR DAMAGE (INCLUDING DEATH OR BODILY INJURY TO PERSONS OR DAMAGE TO PROPERTY) ARISING OUT OF ANY THREAT OR NATURAL DISASTER, INCLUDING ANY WILDFIRE OR BUSHFIRE OR OTHER FIRE INCIDENT. 

13. Limitation of Liability‍
    
    1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PANO PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO PANO IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

14. Indemnity‍
    
    1. You agree to indemnify and hold the Pano Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your Submissions, and (c) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

15. General‍
    

1. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Pano's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
2. Choice of Law. These Terms are governed by and will be construed under (a) where applicable, the Federal Arbitration Act, applicable federal law, and (b) the laws of the applicable Governing Law State (as defined in the table below), without regard to the conflicts of laws provisions thereof.
3. Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Pano and limits the manner in which you can seek relief from Pano. Both you and Pano acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Pano's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof. ‍
   
   1. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the applicable Venue (as defined in the table below). The arbitration will proceed in the English language, in accordance with the applicable Arbitration Rules (as defined in the table below) (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. ‍
   2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Pano will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Pano will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. ‍
   3. Small Claims Court; Infringement. Either you or Pano may assert claims, if they qualify, in small claims court in the Venue or any county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. ‍
   4. Waiver of Jury Trial. YOU AND PANO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Pano are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Pano over whether to vacate or enforce an arbitration award, YOU AND PANO WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.‍
   5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Pano is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (vii) below. ‍
   6. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the applicable Pano Notice Address (as defined in the table below) postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.‍
   7. Exclusive Venue. If you send the opt-out notice in (vi), and/or in any circumstances where the foregoing arbitration agreement permits either you or Pano to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Pano agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, the Venue, or the federal district in which that county falls. ‍
   8. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Pano. (See Table 1)
4. Miscellaneous. 
   
   1. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Pano may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. 
   2. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. 
   3. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. 
   4. You and Pano agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Pano, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
   5. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Pano, and you do not have any authority of any kind to bind Pano in any respect whatsoever.
   6. Except as expressly set forth in the section above regarding the arbitration agreement, you and Pano agree there are no third-party beneficiaries intended under these Terms.

Table 1

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