Terms of Service

1. Definitions

The following defined terms are used throughout these Terms:

• "Platform" means the Pallacor cloud-based loss prevention software, including all features, tools, APIs, and related services.
• "Customer" means the organization or individual that has entered into a subscription agreement with Pallacor.
• "Authorized Users" means employees, contractors, or agents of the Customer who are authorized by the Customer to access the Platform under a subscription.
• "Customer Data" means all data, records, files, and content submitted to the Platform by the Customer or its Authorized Users, including loss prevention case files, incident reports, BOLO entries, and audit results.
• "Location" means an individual physical retail site — store, distribution center, or similar — that is active in the Customer's Pallacor account and is the basis for per-location subscription fees.
• "Subscription" means the right to access and use the Platform under a selected plan tier for a defined billing period, as specified at checkout or in an order form.
• "Order Form" means a written or electronic document that specifies the subscription tier, number of locations, billing terms, and any custom terms agreed between Pallacor and the Customer.

2. License Grant

Subject to these Terms and payment of all applicable fees, Pallacor grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the subscription term solely for the Customer's internal loss prevention business operations.

The Customer may permit its Authorized Users to access the Platform, provided that: (a) the number of Authorized Users does not exceed the user seats included in the Customer's plan; (b) each Authorized User has their own unique login credentials; and (c) the Customer remains responsible for all use of the Platform by its Authorized Users.

This license does not include the right to access, copy, modify, or distribute any source code, underlying algorithms, or Platform infrastructure.

3. Restrictions

The Customer must not, and must ensure its Authorized Users do not:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• Copy, modify, create derivative works based on, or translate any part of the Platform;
• Sublicense, sell, resell, transfer, or otherwise make the Platform available to third parties;
• Use the Platform to build a competing product or service;
• Remove or alter any proprietary notices, labels, or marks on the Platform;
• Use the Platform to process or store data in violation of applicable law, including privacy, employment, and consumer protection laws;
• Attempt to gain unauthorized access to the Platform or its underlying infrastructure;
• Introduce malware, viruses, or other harmful code into the Platform;
• Use the Platform in a way that degrades its performance or availability for other users.

4. Acceptable Use

The Platform is designed for retail loss prevention operations. Acceptable use includes incident management, incident logging, BOLO alert distribution, store auditing, investigation tracking, and related loss prevention activities.

Customers must use the Platform in accordance with all applicable local, state, federal, and international laws. This includes, without limitation, privacy laws governing the collection and handling of personal data about employees and individuals involved in loss prevention incidents.

Pallacor reserves the right to suspend or terminate access to the Platform if the Customer or any Authorized User engages in activity that violates these Terms, poses a risk to the Platform or other users, or is otherwise unlawful. Where practical, Pallacor will provide notice before suspension; however, in cases involving security risks or violations of law, suspension may be immediate.

5. Account Registration & Security

To use the Platform, the Customer must register for an account and provide accurate, current, and complete information. The Customer is responsible for maintaining the accuracy of account information and for notifying Pallacor of any changes.

Each Authorized User must have their own unique login credentials. Sharing credentials across multiple individuals is not permitted. The Customer is responsible for all activity that occurs under its account and the accounts of its Authorized Users.

Pallacor requires multi-factor authentication (MFA) to be enabled for all Authorized Users. The Customer must enforce MFA and may not disable this requirement.

The Customer must notify Pallacor at [email protected] immediately upon becoming aware of any unauthorized access to or use of any account. Pallacor will not be liable for any losses arising from the Customer's failure to secure its account credentials.

6. Organization Hierarchy

The Platform supports a hierarchical organizational structure that mirrors common retail management structures. The Customer may configure the following levels within their account:

• Organization — the top-level account representing the Customer's entire business;
• Region — a geographic or operational grouping below the Organization level;
• District — a subdivision within a Region, typically representing a cluster of Locations;
• Location — an individual physical site (store, distribution center, or similar), which is the unit on which subscription fees are based.

Access permissions and reporting within the Platform can be scoped to any level of this hierarchy. The Customer is responsible for configuring its hierarchy accurately and ensuring that Authorized Users are assigned appropriate roles and access levels.

7. Subscriptions & Tiers

Pallacor offers the following subscription tiers:

• Core — includes foundational incident management, incident logging, and basic reporting tools suitable for smaller programs or programs getting started with digital LP management.
• Professional — includes all Core features plus BOLO alert distribution, store auditing, advanced investigation workflows, and expanded analytics and reporting capabilities.
• Enterprise — includes all Professional features plus custom integrations, dedicated account management, SLA commitments, volume pricing, and other capabilities negotiated in an Order Form.

Feature availability for each tier is described on the Pricing page and may be updated from time to time. Pallacor will notify Customers of material feature changes that affect their current tier.

8. Payment & Billing

Subscription fees are charged on a per-location, per-month basis. All fees are billed in U.S. dollars and are due at the start of each billing period. Detailed billing terms — including billing cycles, proration, refund eligibility, cancellation, and auto-renewal — are set forth in the Billing Agreement, which is incorporated into these Terms by reference.

All payments are processed through Stripe. By subscribing, you authorize Pallacor to charge your payment method on file for all applicable fees.

Taxes: All fees are exclusive of applicable taxes. The Customer is responsible for all taxes arising from their subscription, other than taxes on Pallacor's income. Where Pallacor is required by law to collect tax, it will be added to the invoice.

Failed payments: If a payment fails, Pallacor will retry the charge as described in the Billing Agreement. Continued failure may result in suspension of access. Access is restored upon successful payment of all outstanding amounts.

Location changes: Adding locations is charged on a prorated basis for the remainder of the current billing period. Removing locations takes effect immediately with no credit for the unused portion of the current period. Location counts are reconciled at the start of each billing period.

9. Intellectual Property

The Platform and all underlying technology, software, designs, content, and documentation are and remain the exclusive property of Pallacor and its licensors. These Terms do not grant you any ownership interest in the Platform. All rights not expressly granted herein are reserved by Pallacor.

The Customer retains all rights, title, and interest in Customer Data. By using the Platform, the Customer grants Pallacor a limited, non-exclusive, worldwide license to access, process, and store Customer Data solely to provide and maintain the Platform and as otherwise described in the Data Processing Agreement.

Pallacor may use aggregated, anonymized data derived from use of the Platform for product improvement and analytics purposes, provided such data cannot reasonably be used to identify the Customer or any individual.

If the Customer provides feedback, suggestions, or ideas about the Platform ("Feedback"), Pallacor may use such Feedback without restriction or compensation to the Customer.

10. Data & Privacy

Pallacor's collection and use of personal data in connection with the Platform is governed by the App Privacy Policy and, where applicable, the Data Processing Agreement ("DPA"). These documents are incorporated into these Terms by reference.

The Customer acts as the Controller of Customer Data. Pallacor acts as a Processor, processing Customer Data only as instructed by the Customer and as necessary to provide the Platform.

The Customer is responsible for ensuring that its collection and use of data within the Platform — including data about employees and individuals involved in loss prevention incidents — complies with all applicable privacy and employment laws in the jurisdictions where it operates.

Customers subject to the CCPA or other applicable data protection laws requiring a formal data processing agreement may request execution of the DPA by contacting [email protected].

11. Confidentiality

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is the Confidential Information of the Customer. Pallacor's pricing, product roadmap, and technical documentation are the Confidential Information of Pallacor.

Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and to use Confidential Information only to fulfill its obligations under these Terms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by applicable law or court order, provided the disclosing party gives prompt written notice to the other party where legally permitted.

12. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PALLACOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

PALLACOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE PLATFORM AND ANY DECISIONS MADE BASED ON DATA OR INSIGHTS PROVIDED BY THE PLATFORM.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PALLACOR'S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO PALLACOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

IN NO EVENT WILL PALLACOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF PALLACOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, the above limitations apply to the maximum extent permitted by law.

14. Termination

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure that breach within 30 days of receiving written notice of the breach.

Pallacor may suspend or terminate access to the Platform immediately, without prior notice, if: (a) the Customer violates the restrictions or acceptable use provisions of these Terms; (b) the Customer fails to pay fees when due and does not cure the failure within the timeframe set out in the Billing Agreement; or (c) Pallacor determines that continued access poses a security risk to the Platform or other customers.

Upon termination for any reason, the Customer's right to access the Platform ceases immediately. Pallacor will retain Customer Data for 90 days following termination, during which time the Customer may request a data export. After 90 days, Customer Data will be permanently deleted in accordance with Pallacor's data retention policies, unless legally required to retain it.

Provisions that by their nature should survive termination — including intellectual property, confidentiality, disclaimers, limitation of liability, and governing law — will survive termination of these Terms.

15. Governing Law

These Terms are governed by the laws of the State of [State], without regard to its conflict of law provisions. Any dispute arising from or relating to these Terms or the Platform shall be resolved exclusively in the state or federal courts located in [County, State], and each party hereby consents to personal jurisdiction and venue in such courts.

16. Changes to Terms

Pallacor may update these Terms from time to time. We will notify the Customer of material changes by email to the billing contact on file and by posting a notice in the Platform at least 30 days before the changes take effect.

The Customer's continued use of the Platform after the effective date of the updated Terms constitutes acceptance. If the Customer does not agree to the updated Terms, it must stop using the Platform and notify Pallacor of its intent to terminate prior to the effective date.