Terms of Service

Effective Date: May 22, 2026  ·  Version 1.0

These Terms of Service (“Terms”) govern your access to and use of the services provided by Pandal Inc. (“Pandal,” “we,” “us,” or “our”), a Delaware corporation, including our website at pandal.ai (the “Site”), our hosted application (the “Application”), and any related products or features (collectively, the “Services”).

By creating an account, accessing the Services, or clicking to accept these Terms, you agree to them. If you are accepting on behalf of an entity, you represent that you have the authority to bind that entity, in which case “you” and “your” refer to that entity.

If you do not agree to these Terms, do not use the Services.

1. Eligibility and accounts

You must be at least 18 years old and have the legal capacity to enter into a contract to use the Services. The Services are intended for businesses, not individual consumers.

You are responsible for:

  • Providing accurate and complete information when creating an account
  • Keeping your account credentials confidential
  • All activity that occurs under your account
  • Promptly notifying us if you suspect unauthorized access to your account

You may add personnel to your account (“Authorized Users”). You remain responsible for the actions of your Authorized Users and for ensuring they comply with these Terms.

2. The Services

Pandal provides an AI platform that connects to data sources you authorize (such as point-of-sale, delivery, loyalty, marketing, and reservation systems), processes that data, and surfaces revenue and margin opportunities. We may modify, add, or remove features of the Services from time to time. We will not materially reduce the functionality of paid Services during a paid term except as necessary for security, legal, or operational reasons.

Beta features

From time to time, we may make features available on an early-access or beta basis. Beta features are provided “as is,” may change or be discontinued without notice, and are not subject to any service commitments. We may collect feedback on beta features to improve them.

3. Your data and our role

You retain all right, title, and interest in your data. “Your Data” includes information you upload to or generate within the Services, data we receive from third-party integrations you authorize, and data about your end customers that flows through the Services.

You grant Pandal a limited, worldwide, non-exclusive license to host, copy, transmit, display, and process Your Data solely as necessary to provide the Services to you. This license terminates when your data is deleted from the Services in accordance with our retention practices.

Our handling of Your Data is governed by our Data Processing Addendum, which is incorporated into these Terms by reference. The Data Processing Addendum prevails over these Terms with respect to the processing of personal data.

Aggregated and anonymized data

We may create aggregated and anonymized data from Your Data, provided that such data has been processed so that no individual user, your business, your personnel, or your end customers can be identified, directly or indirectly, by Pandal or any third party, and the data cannot be reversed to re-identify any individual. We retain ownership of such aggregated and anonymized data and may use it to operate, improve, and develop our Services, including to train and improve Pandal-internal models that serve all of our customers. This use is consistent with our commitment that we do not train models on identifiable customer data.

What we will not do without your permission

Pandal will not contact your end customers directly on our own behalf, market to your end customers, sell your end customers’ data, or enrich your end customers’ data with third-party sources, except where you explicitly authorize and direct us to do so as part of your use of the Services.

4. Your responsibilities

You agree that you will:

  • Use the Services in compliance with applicable laws, including data protection, employment, and consumer protection laws
  • Obtain and maintain all necessary consents, authorizations, and lawful bases for Pandal to process the data you submit to the Services or authorize us to access through integrations
  • Provide accurate disclosures to your end customers about how their data is used in your business, including any processing performed by service providers such as Pandal
  • Not use the Services to send unsolicited communications in violation of applicable law (including the CAN-SPAM Act and TCPA in the United States and equivalent laws elsewhere)
  • Not attempt to reverse engineer, decompile, or extract the source code of the Services, except to the extent expressly permitted by applicable law
  • Not use the Services to build a competing product or to benchmark the Services for the purpose of building a competing product
  • Not interfere with or disrupt the integrity or performance of the Services
  • Not access or use the Services in a manner intended to avoid incurring fees or exceeding usage limits
  • Not transmit malware or any code intended to disrupt, damage, or interfere with the Services or other systems

If you authorize Pandal to connect to a third-party system on your behalf, you represent that you have the right to grant such authorization under your agreements with those third parties.

5. Fees and payment

If you have a paid subscription, you agree to pay the fees described in your order form or in the Services. Unless otherwise specified:

  • Fees are billed in advance on a monthly or annual basis as specified in your order form
  • All fees are non-refundable, except as required by law or as explicitly stated in your order form
  • Fees are exclusive of taxes; you are responsible for applicable taxes
  • We may change pricing for renewal terms with at least 30 days’ notice before the renewal date
  • Late payments may accrue interest at the lower of 1.5% per month or the maximum permitted by law
  • We may suspend access to the Services for non-payment after providing reasonable notice and an opportunity to cure

Payments are processed by Stripe. Your use of Stripe is subject to Stripe’s terms.

6. Trials and design partners

If you are using the Services under a free trial, design-partner arrangement, or other promotional terms, those terms control to the extent they conflict with these Terms. Trial and design-partner pricing is provided at our discretion and may be changed or ended on the terms communicated to you in writing.

7. Confidentiality

Each party may have access to information of the other party that is non-public, confidential, or proprietary (“Confidential Information”). Each party agrees to:

  • Use the other party’s Confidential Information only as necessary to perform under these Terms
  • Protect the other party’s Confidential Information using at least the same care as it uses for its own Confidential Information of similar sensitivity, and in any event no less than reasonable care
  • Not disclose the other party’s Confidential Information to third parties, except to personnel and subprocessors who need to know and who are bound by confidentiality obligations no less protective than these

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was lawfully in the receiving party’s possession before disclosure, or is independently developed without reference to the disclosing party’s Confidential Information.

A party may disclose Confidential Information as required by law, provided that it gives the other party reasonable notice (unless legally prohibited) and cooperates with reasonable efforts to limit the disclosure.

8. Intellectual property

Pandal owns all right, title, and interest in the Services, including all software, models, designs, documentation, and related materials, and in any improvements, enhancements, or derivative works thereof. Nothing in these Terms grants you any rights in the Services other than the right to use them in accordance with these Terms.

If you provide feedback, suggestions, or ideas about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that Feedback to improve the Services. We are not obligated to act on any Feedback.

9. Third-party services

The Services integrate with third-party systems that you authorize (such as your POS, delivery platforms, marketing tools, and reservation systems). Those services are governed by your agreements with the relevant third-party providers, not by these Terms. We are not responsible for the availability, accuracy, or behavior of third-party services. If a third-party service changes its terms or APIs in a way that affects the Services, we will work to adapt but cannot guarantee uninterrupted integration.

10. Warranties and disclaimers

Mutual warranties. Each party represents and warrants that it has the right and authority to enter into these Terms.

Pandal’s warranties. We warrant that the Services will perform materially in accordance with their documentation. If we materially breach this warranty and fail to cure within 30 days of receiving written notice, your sole remedy is to terminate your subscription and receive a refund of fees paid for the unused portion of the current term.

Disclaimer.Except for the express warranties in these Terms, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Pandal disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, or completely secure, or that the Services will produce specific business results.

11. Limitation of liability

Cap on liability.To the maximum extent permitted by law, each party’s total liability arising out of or relating to these Terms will not exceed the fees you paid or were obligated to pay to Pandal in the 12 months preceding the event giving rise to the claim. If you are using the Services under a free trial or other no-fee arrangement, our total liability will not exceed $1,000.

Exclusion of consequential damages. Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenues, lost data, or business interruption, even if advised of the possibility of such damages.

Exceptions to the cap. The limitations and exclusions above do not apply to:

  • A party’s indemnification obligations under Section 12
  • A party’s breach of its confidentiality obligations under Section 7
  • A party’s gross negligence or willful misconduct
  • Your obligations to pay fees due under these Terms
  • Liability that cannot be limited under applicable law

12. Indemnification

By Pandal

Pandal will defend you against any third-party claim that the Services, as provided by Pandal and used by you in accordance with these Terms, infringe a valid United States patent, copyright, or trademark, and will pay any damages finally awarded against you (or settlements approved by Pandal) for such claim. This obligation does not apply to claims arising from: (a) your modification of the Services; (b) your combination of the Services with other products or data not provided by Pandal; (c) use of the Services in violation of these Terms; or (d) Your Data.

If a claim under this section is made or appears likely, Pandal may, at its option: (i) modify the Services so they no longer infringe; (ii) obtain a license for your continued use; or (iii) terminate the affected portion of the Services and refund any prepaid, unused fees.

By you

You will defend Pandal against any third-party claim arising out of or relating to: (a) Your Data, including any claim that Your Data violates the rights of, or has caused harm to, a third party; (b) your use of the Services in violation of these Terms or applicable law; or (c) your failure to obtain necessary consents or provide necessary disclosures to your end customers. You will pay any damages finally awarded against Pandal (or settlements approved by you) for such claim.

Procedure

The party seeking indemnification will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (subject to the indemnified party’s right to participate at its own expense); and (c) provide reasonable cooperation. The indemnifying party may not settle a claim in a way that requires admission of liability or payment by the indemnified party without the indemnified party’s consent.

13. Term and termination

Term. These Terms apply for as long as you use the Services. Subscription terms are described in your order form.

Termination for convenience. Either party may terminate these Terms at the end of the then-current subscription term by providing notice before the renewal date. If you are using the Services on a month-to-month basis or under a free trial, either party may terminate at any time.

Termination for cause. Either party may terminate these Terms immediately if the other party materially breaches the Terms and fails to cure within 30 days of receiving written notice of the breach. Pandal may suspend or terminate the Services immediately (with notice where reasonably practicable) if your use of the Services creates an immediate security or legal risk.

Effect of termination. Upon termination:

  • Your right to access the Services ends
  • You may export Your Data for up to 30 days after termination using the export functionality in the Services (or by request to info@pandal.ai)
  • After the 30-day export window, we will delete Your Data in accordance with our Data Processing Addendum
  • Fees paid for the current term are non-refundable except as specified in these Terms

Survival. Sections that by their nature should survive termination will survive, including Sections 3 (your data), 5 (fees), 7 (confidentiality), 8 (IP), 10 (warranties), 11 (limitation of liability), 12 (indemnification), 13 (term and termination), 14 (dispute resolution), and 15 (general).

14. Governing law and dispute resolution

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue. Subject to the arbitration provision below, any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Delaware, and each party consents to the jurisdiction of those courts.

Informal resolution first. Before filing a claim, each party agrees to try to resolve the dispute in good faith for at least 60 days after written notice describing the dispute.

Arbitration.Any dispute that cannot be resolved informally will be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration will be held in Delaware (or remotely by agreement of the parties), conducted in English, and decided by a single arbitrator. The arbitrator’s award will be final and binding.

Class action waiver. Each party agrees to bring claims only in its individual capacity and not as a plaintiff or class member in any class or representative proceeding.

Opt out of arbitration. You may opt out of the arbitration and class-action provisions in this Section 14 by sending written notice to info@pandal.ai within 30 days of first accepting these Terms. Opting out does not affect any other provision of these Terms.

Injunctive relief. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information without first proceeding through arbitration.

15. General

Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum, any order form, and any other documents incorporated by reference together constitute the entire agreement between you and Pandal regarding the Services and supersede any prior or contemporaneous agreements on the subject.

Modifications.We may update these Terms from time to time. When we make material changes, we will notify you by email or through the Services and update the “Effective Date” above. Material changes take effect 30 days after notice (or such longer period as required by your order form). Your continued use of the Services after the effective date constitutes acceptance. Prior versions are archived at pandal.ai/legal/archive.

Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in interest by merger, acquisition, or sale of substantially all assets. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets. Any prohibited assignment is void.

No waiver.A party’s failure to enforce any provision of these Terms is not a waiver of that provision.

Severability. If any provision of these Terms is held invalid or unenforceable, the remainder of the Terms will remain in effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

Force majeure. Neither party will be liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action, power or network outages, and labor disputes. The affected party will use reasonable efforts to resume performance.

Notices. Notices to Pandal must be sent to info@pandal.ai. Notices to you will be sent to the email associated with your account.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Export controls. You agree to comply with all applicable export and sanctions laws. You represent that you are not located in, and are not a resident of, any country or region subject to comprehensive US sanctions.

Government users. If you are a US federal government entity, the Services are commercial computer software and commercial computer software documentation, and rights granted to government users are only those rights customarily provided to non-government customers under standard commercial licenses.

16. Contact

Pandal Inc.

2261 Market Street, STE 73222
San Francisco, CA 94114

Email: info@pandal.ai

We aim to respond to all inquiries within 5 business days.