1. Eligibility

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are 18 or older, that you have the legal capacity to enter into a binding agreement, and that your use of the Service complies with all applicable laws and regulations.

2. Account Registration and Security

To use the Service, you must sign in using Google Sign-In. By doing so, you grant us access to your basic Google profile information (name, email address, and profile picture) as described in our Privacy Policy. You agree to keep your authentication credentials secure and to notify us immediately at support@pandacat.ca if you suspect any unauthorised use of your account.

You are solely responsible for all activity that occurs under your account. We reserve the right to terminate accounts that violate these Terms or are used for fraudulent or abusive purposes.

3. Identity Verification

3.1 Requirement

Before you can purchase any paid subscription plan or paid add-on for the first time, we require identity verification. This requirement exists to protect all users on the platform, prevent fraud, and maintain the security and integrity of the Service. We may require verification again at any time where security, fraud-prevention, or legal considerations warrant it.

3.2 Verification Process

Verification is completed through the Service and requires:

• Access to your device camera
• A single photograph showing your face and a valid government-issued photo ID document (such as a driver's licence, passport, or national identity card) held together so both are clearly visible

Your photograph is first assessed by an automated AI visual-inspection system. If the automated system cannot confirm the submission after two attempts, the photograph is securely uploaded and reviewed manually by an authorised Pandacat Inc. administrator. Manual review may take 30 minutes to 1 business day (Monday through Friday, excluding holidays). We will not send email notifications regarding the outcome; you may check your verification status by returning to the billing or payment page.

3.3 Accuracy and Authenticity

You represent and warrant that:

• The person appearing in your verification photograph is you, the account holder.
• The ID document shown is genuine, valid, government-issued, and belongs to you.
• You have not altered, forged, or obscured any part of the ID document or your photograph.

Providing a fraudulent, altered, or third-party identity document, impersonating another individual, or attempting to circumvent the verification requirement through any means constitutes a material breach of these Terms and will result in immediate and permanent account termination, forfeiture of any prepaid subscription amounts, and may be reported to law enforcement authorities.

3.4 Administrative Review and Reset

An authorised Pandacat Inc. administrator may, at their sole discretion and at any time:

• Approve a pending verification submission, granting access to paid features.
• Reset a user's verification status — including a previously approved status — requiring the user to complete the verification process from scratch. This may occur as a result of a security review, fraud investigation, account flagging, or routine platform integrity checks.

A reset of your verification status does not itself constitute termination of your account or cancellation of your subscription. However, you will be unable to initiate new paid purchases until verification is re-completed.

3.5 No Verification Guarantee

We reserve the right to decline approval for any verification submission at our sole discretion, including but not limited to cases where the submitted photograph is unclear, the ID document is unreadable, or the submission raises security concerns. We are not obligated to state a specific reason for declining a submission. If you believe a decision was made in error, contact us at support@pandacat.ca.

4. Subscription Plans and Pricing

The Service is offered under a Free plan and several paid subscription tiers (e.g., Pro, Super, VIP, Luxury, Space), as well as paid add-ons (e.g., Shelf Watch tiers, Motion Detection). Each plan includes specific inventory item limits, feature entitlements, and pricing as described on the billing page.

Paid subscriptions are billed in advance on a monthly recurring basis ("Billing Cycle") and automatically renew at the end of each cycle unless cancelled before the renewal date.

Upgrades: Upgrading to a higher-tier plan takes effect immediately. You will be charged a prorated amount for the remainder of the current billing cycle, and future cycles will be billed at the new rate.

Downgrades: Downgrading takes effect at the end of the current billing cycle. Your existing items are not deleted upon downgrade; however, you will be unable to add new items until your inventory count is below the new plan's limit.

Cancellation: You may cancel your subscription at any time through the billing management portal. Cancellation takes effect at the end of the current billing cycle. You retain access to paid features until that date.

Refunds: Except where required by applicable consumer protection law, all fees paid are non-refundable. Unused portions of a subscription period are not refunded upon cancellation or downgrade.

5. Shelf Watch Feature

The Shelf Watch feature, including both tiered subscription mode and Motion Detection mode, is provided on an "AS IS" and "AS AVAILABLE" basis. Shelf Watch is a paid add-on available only with an active paid subscription (Pro or higher); it is not available on the Free plan, and we may change add-on eligibility at any time. By enabling and using this feature, you acknowledge and agree to all of the following:

• Camera consent: You expressly consent to granting the Service access to your device camera while a Shelf Watch session is active. You confirm that you own or have the legal right to surveil the area being monitored, and that your use of camera monitoring complies with all applicable laws, including those governing workplace surveillance and audio-visual recording in your jurisdiction.
• Your responsibility for camera environment: The accuracy, reliability, and trigger rate of motion detection and AI analysis are materially affected by your hardware, camera quality, browser, ambient lighting, and physical surroundings. You are solely responsible for the physical setup.
• Billing responsibility (Motion Detection mode): Charges for Motion Detection mode are calculated based on AI analysis scans reported from your browser. You are solely responsible for monitoring scan activity and managing sensitivity settings to control costs. We are not liable for unexpected charges arising from environmental conditions, hardware variability, or misconfigured sensitivity settings.
• Non-refundable charges: All charges for Shelf Watch, including tiered monthly fees and per-scan Motion Detection charges, are strictly non-refundable regardless of the reason.
• Session termination: Active Shelf Watch sessions are automatically terminated upon subscription cancellation, downgrade below the required tier, or account termination. We are not liable for any consequences of session termination.
• No guarantee of monitoring continuity: We do not guarantee uninterrupted Shelf Watch service. Network disruptions, server maintenance, browser limitations, or device failures may interrupt sessions. The Service is not suitable as a primary safety or security monitoring system.

6. AI-Powered Features

The Service includes features that use artificial intelligence (Google Gemini) to process images, voice recordings, video frames, and file content in order to identify inventory items, parse data, and perform identity verification. By using these features, you acknowledge and agree:

• AI-generated outputs (part names, descriptions, quantities, verification decisions) are provided for convenience only and may contain errors. You are solely responsible for reviewing and verifying AI-generated content before relying on it.
• Content you submit to AI features may be transmitted to Google's Gemini API for processing. We do not guarantee that Google will not retain, use, or process this content in accordance with its own policies.
• We make no representation or warranty as to the accuracy, completeness, or reliability of AI outputs. The AI models are provided "as is" and may not work correctly for all types of content.
• You must not submit content through AI features that is illegal, obscene, defamatory, or that infringes the intellectual property rights of any third party.

AI Alerts and notifications. The Service lets you create AI-drafted notification rules ("AI Alerts") that fire when inventory or activity conditions you define are met (for example low stock, expiry dates, or activity from a specific device or IP address). In-app alerts are available on all plans. Email delivery of alerts is available on eligible plans only and is subject to delivery limits: a maximum of one email per minute (additional alerts are batched into digests) and a monthly allowance per plan (currently 2,000 for VIP, 5,000 for Luxury, and 10,000 for Space). When your monthly allowance is exhausted, email delivery pauses until the start of the next calendar month (UTC); in-app alerts continue. Alerts and their delivery are provided on a best-effort, "as is" basis: we do not guarantee that any alert will fire, be delivered, or arrive within any particular time, and you must not rely on alerts as your sole safeguard against stock-outs, expiry, spoilage, security incidents, or any other loss. We may adjust delivery limits at any time.

7. Developer API

API access is available to users on eligible paid subscription plans. Your use of the API is subject to these Terms. You agree:

• To keep your API key confidential and not share it with unauthorised parties.
• To be responsible for all requests made using your API key, regardless of whether you authorised them.
• Not to use the API in a manner that exceeds reasonable usage, adversely impacts the Service for other users, or circumvents any rate limiting or access controls.
• That we may revoke or limit API access at any time, with or without notice, if we detect misuse or abuse.
• That inventory updates made through the API are recorded in your account's activity log (attributed to your API) and may trigger AI Alert rules you have configured.
• That items include any custom field values you have chosen to store on them; you are responsible for what you expose to external systems via the API.

8. User Content

You retain ownership of all inventory data, images, and other content you create or upload to the Service ("User Content"), including any custom item fields you define and their values (for example SKUs, cost prices, suppliers, expiry dates, or fields of your own design). By submitting User Content, you grant Pandacat Inc. a limited, non-exclusive, royalty-free, worldwide licence to store, process, transmit, and display your User Content solely as necessary to provide the Service to you.

You represent and warrant that your User Content (a) does not violate any applicable law; (b) does not infringe any third-party intellectual property, privacy, or other rights; (c) is not fraudulent, misleading, or harmful; and (d) does not include personally identifiable information of any third party without their consent.

We are not responsible for the accuracy, completeness, or legality of User Content. You are solely responsible for backing up your User Content. We are not liable for loss, deletion, corruption, or inaccessibility of your data for any reason, including system failure, accidental deletion, or service termination.

9. Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorised access to any part of the Service or other users' accounts
• Reverse engineer, decompile, or disassemble any part of the Service
• Submit false, fraudulent, or misleading information, including during identity verification
• Impersonate any person or entity
• Use the Service to transmit malware, spam, or other harmful content
• Attempt to circumvent any access controls, authentication systems, or subscription limits
• Use the Service to monitor, surveil, or record individuals without their knowledge or consent in violation of applicable law
• Resell or sublicense access to the Service without our written permission

10. Platform Monitoring and Security

We monitor the Service for security, fraud, abuse, and Terms compliance. Our platform maintains a login history for each user account (IP address, timestamp, user agent) for security monitoring purposes. Authorised Pandacat Inc. administrators may access account information, login history, inventory data, Shelf Watch session data, and identity verification information for legitimate operational and security purposes, as described in our Privacy Policy. By using the Service, you acknowledge and consent to this monitoring.

Activity log. The Service records an activity log for each business account covering inventory actions (adds, edits, removals, information lookups, and scans), including the acting user, timestamp, device identifier, and IP address. Activity entries are retained for approximately six (6) months. The account owner — and team members the owner has authorised — can view this log. Owners may also take security actions from it, such as de-registering a device from scanner stations or blocking an IP address from registering devices; you are responsible for the use of these controls within your own business.

11. Intellectual Property

The Service, including its design, code, branding, and original content (excluding User Content), is the exclusive property of Pandacat Inc. and its licensors and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service other than the limited right to use it in accordance with these Terms.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PANDACAT INC. DOES NOT WARRANT THAT (a) THE SERVICE WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR WITHOUT LOSS OF DATA; (b) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (c) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; (d) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; OR (e) IDENTITY VERIFICATION WILL DETECT ALL FRAUDULENT SUBMISSIONS.

WE ARE NOT RESPONSIBLE FOR ANY LOSS, CORRUPTION, DELETION, OR INACCESSIBILITY OF USER CONTENT FOR ANY REASON. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS OF ALL CRITICAL INVENTORY DATA.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PANDACAT INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (b) ONE HUNDRED CANADIAN DOLLARS (CAD$100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless Pandacat Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or third-party rights; or (e) any fraudulent or false information you provide, including during identity verification.

15. Termination

We may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice, if we determine in our sole discretion that you have violated these Terms, engaged in fraudulent or abusive behaviour, or for any other reason we deem appropriate for platform safety or integrity. Upon termination, your right to use the Service will immediately cease.

You may terminate your account at any time by contacting us. Cancelling a paid subscription is not termination of your account. Upon account deletion, we will delete your personal data in accordance with our Privacy Policy, subject to legal retention requirements.

Sections 3.3 (Accuracy and Authenticity), 8 (User Content), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Governing Law), and any other provisions that by their nature should survive termination shall survive.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising from or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If not resolved within 30 days, disputes shall be submitted to binding arbitration in Ontario, Canada, except that either party may seek emergency injunctive relief in a court of competent jurisdiction.

Consumer protections. Nothing in this section deprives a consumer of the benefit of any mandatory protections of the law of the province or territory in which they reside. In particular, if you are a Quebec resident, you retain the protections of the Consumer Protection Act (Quebec) and the mandatory rules of the Civil Code of Québec, which cannot be waived by contract, and the arbitration and class-action provisions below apply only to the extent permitted by those laws.

Class action waiver: To the maximum extent permitted by law, you agree to resolve disputes with us on an individual basis only, and not as part of any class, collective, or representative proceeding.

17. Severability and Entire Agreement

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Pandacat Inc. regarding the Service and supersede all prior agreements and understandings.

18. Changes to These Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice before material changes take effect by posting the revised Terms and updating the effective date. Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service.

19. Team Members and Delegated Access

Certain paid plans (Super and above) allow the account owner (the "Owner") to invite other individuals ("Team Members") and grant them permissions to perform actions within the Owner's account, such as adding, editing, moving, or scanning inventory items and managing aisles. By using this feature, you acknowledge and agree:

• Owner responsibility. The Owner is solely responsible for choosing whom to invite, the permissions granted to each Team Member, and for generating and sharing each Team Member's login password securely and privately. Passwords must not be shared publicly or reused.
• Team Members act on the Owner's behalf. All actions taken by a Team Member within the Owner's account are treated as authorised by the Owner. The Owner is fully responsible and liable for all activity performed by its Team Members, including any changes, errors, deletions, misuse, unauthorised actions, or damage to inventory data or the account.
• We are not liable for Team Member conduct. To the maximum extent permitted by law, Pandacat Inc. is not liable for any loss, damage, error, data modification or deletion, cost, dispute, or harm of any kind arising out of or relating to the acts or omissions of a Team Member, the Owner's selection of Team Members, the permissions the Owner grants, or the Owner's sharing or safekeeping of Team Member passwords.
• Access removal. The Owner is responsible for promptly removing any Team Member who should no longer have access. The Owner remains responsible for a Team Member's access until that Team Member is removed. Removing a Team Member revokes their access to the Owner's account.
• Compliance. Team Members must comply with these Terms. The Owner is responsible for ensuring its Team Members' compliance. We may suspend or revoke any Team Member's access at our discretion as part of account enforcement or platform-integrity actions.
• Data access. Team Members can access and modify the Owner's inventory and related business data to the extent of their granted permissions. The Owner is the party responsible for that data and for any personal information the Owner chooses to expose to its Team Members.

20. Account Inactivity

To maintain the security, performance, and integrity of the Service, we reserve the right to suspend, close, or permanently delete accounts that show prolonged inactivity. If an account has no sign-in or meaningful activity for an extended period (generally twelve (12) months or more), we may, in our sole discretion and without further notice, deactivate or delete the account together with its associated data, including inventory data, warehouse layouts, and Team Member records.

We are not liable for any loss of data or access resulting from an inactivity-based suspension, closure, or deletion. You are solely responsible for maintaining backups of any data you wish to retain and for keeping your account active if you wish to preserve it.

21. Third-Party Integrations and Purchasing Features

The Service offers optional integrations with third-party platforms, currently including Square (operated by Block, Inc.), and purchasing features such as supplier profiles, automatically drafted purchase orders, and purchase-order emails. These features are provided on an "AS IS" and "AS AVAILABLE" basis. By using them you acknowledge and agree:

• Authorization: By connecting a Square account, you authorize the Service to access data in that account (including merchant profile, locations, catalog items, inventory counts, and completed order details) and to create and modify catalog items and inventory counts in that account on your behalf — including automatic two-way synchronization and any bulk export you initiate (e.g., "Send my items to Square"). You represent that you are authorized to grant this access for the connected account.
• Third-party terms: Your use of Square remains governed by Square's own terms and policies. We are not affiliated with, endorsed by, or sponsored by Block, Inc. Square is a trademark of its owner.
• Accuracy and configuration: Synchronization depends on correct configuration (including item matching by barcode/SKU and Square's "track by stock" inventory mode) and on the availability of third-party services. You are responsible for verifying quantities, prices, and item data in both systems. We do not guarantee uninterrupted, error-free, or real-time synchronization and are not liable for overselling, stock discrepancies, delayed or missed updates, or any consequences thereof.
• Purchase orders: Purchase orders are drafted automatically or manually but are only ever sent upon your explicit approval. Purchase-order emails are sent on your behalf and include your business name and contact details so suppliers respond directly to you. You are solely responsible for the accuracy of orders, for your relationships and transactions with suppliers, and for any resulting obligations. We are not a party to any transaction between you and a supplier. Supplier-facing emails share your plan's monthly email allowance and may be declined once the allowance is exhausted.
• Disconnection: You may disconnect an integration at any time, which revokes our access credentials for that account. We may suspend or discontinue an integration if required by the third party, by law, or for security reasons.

Language

These Terms are available in both English and French. Use the language toggle at the top of this page to switch between them. To the extent permitted by law, and except where a French version is required to prevail, the English version governs in the event of any conflict.

22. Contact Us

For questions or concerns regarding these Terms, please contact:

• Legal inquiries: legal@pandacat.ca
• General support: support@pandacat.ca
• Company: Pandacat Inc.