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By logging in, you agree to the Terms and Conditions of the Panoramic Feedback
on-line Contract.

Terms & Conditions

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If you have questions about these terms of service, please contact us.

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TERMS & CONDITIONS

The use of this website (the "Website") is offered to you conditional upon
acceptance by you of the terms and conditions set forth below as well as any
amendments or additional terms, policies, or procedures published on the Website
by PanoMetrics Inc. from time to time. You should check these terms and
conditions from time to time to keep informed of any such amendments or
additions.

By accessing and using the Website, you are deemed to have agreed to these terms
and conditions without limitation or qualification.

Services

You hereby retain PanoMetrics Inc. to provide, subject to the terms hereof, and
PanoMetrics Inc. hereby agrees to provide, subject to the terms hereof, the
services selected by you on the Website including organizational surveys or
evaluations of persons ("Subjects") using the 360-Degree Feedback process (the
"Services").

Fees

You hereby agree that the fee to be charged by PanoMetrics Inc. for the
provision of the Services shall be in accordance with the Fee Schedule to be
provided to you by PanoMetrics Inc. by email at your registered email address,
provided that PanoMetrics Inc. may increase its fees no more than once in each
calendar year during the term of this Agreement in which case PanoMetrics Inc.
agrees to provide you with 30 days notice of any such increase. The Services
will be provided upon receipt by PanoMetrics Inc. of full payment of the fees as
set out in the email.

One year from their date of purchase, all 360-degree feedback credits in your
account which have not been used to generate reports shall expire without
penalty to PanoMetrics Inc., and shall become null and void.

Trademark and Copyright

You hereby agree that:

 1. The words "PanoMetrics", "Panoramic Feedback" and "The Leader's Coach", and
    the distinctive blue and yellow response bars used in questionnaires, are
    all trademarks of PanoMetrics Inc.
 2. PanoMetrics Inc. retains the copyright on all material displayed on, or
    downloaded from, the Website and on any other material provided by
    PanoMetrics Inc. to you in association with the provision of the Services,
    other than data provided to PanoMetrics Inc. in conjunction with the
    provision of the Services, and on all reports generated by virtue of the
    provision of the Services, whether printed by PanoMetrics Inc., you, or any
    other person.
 3. You will not use, nor supply to others, any portion of the Website or of
    PanoMetrics Inc. questionnaires, except for the purposes of your obtaining
    the Services, without the written consent of PanoMetrics Inc.
 4. Subject to the following paragraph, you will not copy or authorize or direct
    any person to copy, anything appearing on the Website, including, but not
    limited to, the core competencies, behavior descriptions, phrases, or
    designs, without the written consent of PanoMetrics Inc.

Notwithstanding the above, PanoMetrics Inc. hereby expressly permits you to copy
materials on the private or public areas of the Website solely for limited
distribution to persons requiring such materials in connection with the
provision of the Services to you and in fair dealing for uses required in
connection with the provision of the Services to you. You are also permitted to
copy materials designated on the private pages of the Website as available for
you, such as reports, workbooks, and questionnaires generated for responders who
lack access to the Internet.

Disclaimer

You acknowledge and agree as follows:

 1. Lawful Provision of Services: PanoMetrics Inc. agrees to provide the
    Services and to preserve the Confidentiality of participants only in those
    jurisdictions where permitted by law. You hereby acknowledge and agree that
    it is your responsibility to determine whether or not the provision of the
    Services and the preservation of the Confidentiality of participants is
    lawful in your jurisdiction.
 2. Merely a Tool: The 360-Degree Feedback and Organizational Survey evaluation
    processes comprising part of the Services are powerful and, if improperly
    employed, potentially harmful instruments. They are merely intended to be
    tools to provide information which may be of assistance in management and
    human resources decision-making. They merely compile and summarize
    information received from or through you. PanoMetrics Inc. has no control
    over the manner in which its service is used or the accuracy of the
    information generated therefrom.

 3. Inaccurate Data: PanoMetrics Inc. cannot control the possibility that
    inaccurate data may be provided to PanoMetrics Inc. by you, or by any person
    (including a Responder) in the course of the provision of the Services to
    you, nor can PanoMetrics Inc. be responsible for any damage that may result
    because of the actions of such persons.

 4. Results: PanoMetrics Inc. cannot influence the way in which the results of
    the evaluation process are perceived or used by you, your officers,
    employees and agents, any entity affiliated with you, or by individual
    Subjects whose performance is evaluated using the Services.

Covenants

In light of the foregoing, you hereby agree as follows:

 1. You will adhere to all prudent professional safeguards in connection with
    the Services, including but not limited to, the safeguards described in the
    Panoramic Feedback Manual provided to you.
 2. You will manage and monitor the evaluation process in a professional,
    cautious, and humane way, to ensure that it is protective of both the
    organization and the individuals who are the Subjects of an evaluation
    comprising part of the Services.
 3. If using 360-degree feedback, you will monitor the impact of the Services on
    individual Subjects and will provide them with assistance in receiving the
    results of an evaluation in such a way as to increase the likelihood of the
    Subject whose performance is being evaluated experiencing the evaluation as
    supportive.
 4. If using 360-degree feedback, you will offer guidance to Subjects on how to
    pursue their relationships with persons evaluating the Subjects' performance
    during and subsequent to the evaluation process.
 5. You will do your best to ensure that you and the people providing
    information to PanoMetrics Inc. in the course of the provision of the
    Services to you will not use the Services for any abusive, libelous,
    defamatory, obscene, or legally objectionable purpose, including anything
    constituting or encouraging a criminal offense, giving rise to a civil
    liability, or otherwise violating any laws.

You further agree to execute a written version of this Agreement at the request
of PanoMetrics Inc.

Your Representations and Warranties

You hereby represent and warrant that (i) you are at least 18 years of age and
have the legal right to use the Website in accordance with the terms and
conditions herein and (ii) if you are registering on behalf of a corporation or
other entity, you do have the authority to contract on behalf of such entity.

Representations and Warranties of PanoMetrics Inc.

PanoMetrics Inc. hereby represents and warrants to you that it shall make all
commercially reasonable efforts to keep strictly confidential any and all
information provided by you or any other person or entity participating in an
evaluation process in connection with the Services, including subjects of
evaluation and providers of responses to questionnaires, except for information
which is publicly available or received by PanoMetrics Inc. from a source other
than a party providing information in connection with the provision of the
Services to you.

Further, during such period of time as PanoMetrics Inc. provides services to
you, it shall be entitled to refer to your "name" (including trade names, logos,
trademarks, etc.) as a customer for promotional purposes, to include your name
on its customer list(s), and to distribute and publicize those lists without
notice to you in such manner as it, acting reasonably, may see fit.

Limitation of Liability

 1. The express warranties included herein are in lieu of all other warranties
    and conditions (express and implied including those arising by statute or
    otherwise in law or from a course of dealing or usage of trade), including
    but not limited to, warranties or conditions of merchantable quality or
    fitness for a particular purpose. No other warranties or conditions express
    or implied are given and without limiting the generality of the foregoing,
    no warranties are given regarding any person's right to use any part of the
    Services nor is any warranty given regarding the suitability of any report
    generated by PanoMetrics Inc. for any particular purpose or regarding the
    accuracy of any information provided by PanoMetrics Inc.
 2. You hereby agree to save, protect and hold harmless both PanoMetrics Inc.
    and its directors, officers, employees, agents, and affiliates from any and
    all losses which may arise as a result of (i) any performance of, or alleged
    non-performance or defect in the performance of, the Services, including any
    decision or action taken by you or your officers, employees, or agents, by
    any other entity for whom the Services provided to you are offered or its
    officers, employees, or agents, or by any person who is the Subject of an
    evaluation in connection with the Services provided to you; (ii)
    inaccuracies resulting from errors which may be made by you or by persons
    providing information to PanoMetrics Inc., including but not limited to
    spelling, grammar, and incomplete sentences; (iii) any reports generated by
    PanoMetrics Inc. being deemed to be libelous, abusive, or otherwise legally
    objectionable; (iv) the use of the Services in an abusive, libelous,
    defamatory, obscene, or otherwise legally objectionable manner; and (v) a
    person who is a Subject of an evaluation offered in connection with the
    Services determining the identity of persons who made particular assessments
    or statements conveyed in a report provided to you by PanoMetrics Inc.;
    provided that PanoMetrics Inc. shall provide you with reasonably prompt
    notice of claims relating to such losses.
 3. You hereby agree that in no event shall the liability of PanoMetrics Inc.
    hereunder exceed the amounts received by PanoMetrics Inc. for the
    performance of the Services and, in any case where the evaluation process
    comprising part of the Services fails to perform accurately, or is alleged
    to perform inaccurately, the liability of PanoMetrics Inc. shall be limited
    to replacing any report or reports comprising part of the Services at no
    additional charge to you.
 4. You hereby agree that PanoMetrics Inc. shall not be liable in any event
    (whether in contract or in tort, including negligence, and whether or not
    constituting a fundamental breach) for any claim for (i) punitive,
    exemplary, or aggravated damages; (ii) damages for loss of profits or
    revenue, failure to realize expected savings, interruption of business, loss
    of use or lack of availability of PanoMetrics Inc. facilities, including its
    computer resources and any stored data, or personal or emotional injury;
    (iii) indirect, consequential or special damages; or (iv) contribution or
    indemnity in respect of any claims against you or any party affiliated with
    you; whether any of (i) to (iv) arise out of breach of warranty, contract,
    tort (including negligence), strict liability, or otherwise.

Termination

PanoMetrics Inc. shall have the right to terminate this Agreement at any time
upon 30 days notice in writing to you in the event that PanoMetrics should find
itself unable to provide services, for instance because of manpower or
technological problems or the need to cease operating. At the end of that 30-day
period, all 360-degree feedback credits in your account shall expire without
penalty to PanoMetrics Inc., and shall become null and void.

Survival

Notwithstanding the termination or expiry of this Agreement for any reason
whatsoever, the provisions of this Agreement under the headings "Trademark and
Copyright", "Disclaimer", "Covenants" and "Limitation of Liability" shall remain
in full force and effect without time limit.

General

Assignment: You may not assign this Agreement without the written consent of
PanoMetrics Inc.

Successors and Assigns: This Agreement shall be binding upon, and shall enure to
the benefit of, the parties and their respective successors, including
successors by reason of continuation or amalgamation of a corporate party.

Notices: Any notice or other communication to be given in connection with this
Agreement shall be given in writing and may be given by personal delivery, by
registered mail, by email, or by electronic facsimile, as the case may be,
addressed to the party at the last address provided by that party.

Force Majeure: You agree that dates and times by which PanoMetrics Inc. has
undertaken to provide the Services shall be automatically postponed to the
extent and for the period that it is prevented from meeting them by reason of
any cause beyond its reasonable control. In such an instance, PanoMetrics Inc.
agrees to use reasonable efforts to render performance in a timely manner.

Applicable Law: This Agreement shall be governed by, and interpreted and
enforced in accordance with, the laws in force in the Province of Ontario,
Canada and the federal laws of Canada applicable in that province.

Severability: If any provisions set forth in this Agreement are held to be void
or unenforceable, such provisions shall automatically be severed from this
Agreement without affecting the enforceability of any other provision of this
Agreement.

Entire Agreement: This on-line Agreement, together with the email to be sent to
you by PanoMetrics Inc. confirming the applicable fees, sets forth all of the
terms, conditions, and agreements between you and PanoMetrics Inc. relating to
the subject matter hereof and supersedes any and all former agreements which,
for greater certainty, shall be conclusively deemed to be terminated and of no
further force or effect upon your acceptance of the terms of this on-line
Agreement, unless a signed, written Agreement which is still in force indicates
that its terms will prevail over those of this on-line Agreement. You
acknowledge and agree that you have not been induced to enter into this
Agreement by a representation or warranty not included herein.

Acknowledgment: You acknowledge that you are fully fluent in the English
language, that you have read this entire Agreement carefully and understand all
of its terms.

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