Terms of Service

1. The Service

PlanoIQ provides retail shelf-audit reporting for consumer packaged goods (CPG) brands. PlanoIQ's network of independent field representatives ("Pros") visits participating retail store locations, photographs on-shelf conditions for the brands and products a Client has enrolled, and uploads that content to the PlanoIQ platform. PlanoIQ's software then analyzes the uploaded content (including through automated/AI-based image analysis) to generate shelf-condition scoring and reporting, which is made available to the Client through the client portal.

The Service is offered on a no-minimum, no-long-term-contract basis. Clients select the stores and cadence they want monitored, subject to Pro availability and retailer access.

2. Eligibility and Account Registration

2.1 The Service is intended for business use by CPG brands, their agencies, distributors, brokers, and authorized personnel — not for personal, household, or consumer use.

2.2 You must provide accurate, current, and complete information when creating an account and must keep that information up to date.

2.3 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at [email protected] of any unauthorized use.

3. Billing and Fees

3.1 Payment processor. All payments are processed through Stripe, Inc. ("Stripe"), a third-party payment processor. By providing a payment card, you agree to Stripe's terms of service and authorize PlanoIQ, through Stripe, to charge your card for all fees owed under your plan. PlanoIQ does not store your full card number; Stripe handles collection and storage of payment card data in accordance with applicable payment card industry standards.

3.2 Usage-based billing. The Service is billed on a usage basis. Each completed, verified shelf visit is billed at your then-current per-visit rate. There is no charge upfront and no charge for visits that are not completed and delivered to your dashboard.

3.3 Volume rate tiers. Your per-visit rate is determined by the volume rate schedule displayed in your account dashboard. As your cumulative lifetime spend with PlanoIQ crosses each published threshold, your per-visit rate automatically decreases for all subsequent visits — you do not need to negotiate, sign a new contract, or take any action to unlock a lower tier. PlanoIQ may update the rate schedule and tier thresholds from time to time; the version displayed in your dashboard at the time a visit is completed governs the rate for that visit. Rate schedule changes affecting your then-current tier will be posted at least 30 days before taking effect, by email or in-portal notice, and apply only to visits completed after the change.

3.4 Threshold (batch) billing. Rather than billing on a fixed calendar cycle, your card on file is charged automatically once your accrued, unbilled visit spend reaches your tier's billing threshold, as shown in your account dashboard. Billing thresholds are higher at higher volume tiers, so higher-volume accounts are charged less frequently. You can view accrued unbilled spend and your current threshold in your dashboard at any time.

3.5 Prepaid credits (optional). You may add prepaid credits to your account at any time, in the amounts offered in your dashboard or a custom amount. Prepaid top-ups may include a bonus credit percentage as displayed at the time of purchase; the bonus percentage is promotional and may change or be discontinued by PlanoIQ at any time for future top-ups. Available prepaid credit is applied to visit charges before your card on file is charged. You may enable auto-recharge to automatically purchase additional credits when your balance falls below a threshold you set; you may disable auto-recharge at any time. Except as required by applicable law, prepaid credits are non-refundable and do not expire.

3.6 No long-term commitment. The Service has no store minimums, no long-term contract requirement, and no recurring subscription fee — you pay only for the visits you use. You may increase or decrease usage at any time, or close your account, as described in Section 8 (Term and Termination).

3.7 Failed payments. If a card charge fails (whether for a threshold-triggered visit charge or a prepaid credit top-up), we may suspend access to the Service until payment is successfully processed. Repeated failed payments may result in termination of your account.

3.8 Refunds. Except as required by applicable law, fees for completed and delivered visits are non-refundable. See Section 3.5 for the prepaid credit refund policy.

3.9 Taxes. Fees do not include applicable sales, use, VAT, or similar taxes. You are responsible for any such taxes, other than taxes on PlanoIQ's net income.

4. Client Responsibilities and Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any retailer's terms of access;
• Attempt to reverse-engineer, scrape, or extract PlanoIQ's underlying scoring models or software;
• Share account credentials outside your authorized personnel;
• Use audit photos or data to harass, defame, or take retaliatory action against any individual depicted incidentally in shelf photography (e.g., store employees or customers who may appear in the background of a shelf photo);
• Misrepresent your identity or affiliation when interacting with PlanoIQ or its Pros.

We may suspend or terminate accounts that violate this section.

5. Data and Content Ownership

5.1 Your data. As between you and PlanoIQ, you retain ownership of your brand names, trademarks, product information, and any content you upload to the Service.

5.2 Audit content and shelf-level capture. Shelf photographs are captured by Pros in publicly accessible areas of retail stores. Because Pros photograph full shelf sections rather than isolated products, a single audit photograph will typically include products and brands other than the brand(s) you enrolled for monitoring — including, in some cases, other brands stocked in the same category on the same shelf. PlanoIQ owns the audit photographs, scoring data, and reports generated through the Service, and grants you a non-exclusive, non-transferable license to access, view, download, and use the content generated for your enrolled brand(s) for your internal business purposes (e.g., retailer conversations, internal reporting, sales/merchandising decisions) for as long as your account remains active, and for 3 days after termination as described in Section 8.

5.3 License to PlanoIQ. You grant PlanoIQ a limited license to use your brand and product information, and any shelf photography or audit content in which your products appear — including where captured incidentally as part of a broader shelf image requested by another client — as necessary to provide, maintain, and improve the Service, including training and improving our automated scoring models, and developing category, benchmarking, and shelf-visibility reporting as described in Section 5.4.

5.4 Category and shelf-visibility data. Because a single shelf photograph captures the full range of products stocked in that section, audit content will often include brands other than the one that requested the audit. PlanoIQ may use this shelf-level content — including content in which your products appear incidentally, because another brand stocked on the same shelf requested the audit — to build and offer category benchmarking, competitive visibility, or shelf-comparison reports to other PlanoIQ clients, which may include your competitors. Likewise, reports available to you may include shelf-level content in which a competitor's products appear.

PlanoIQ does not represent that a brand's on-shelf presence is private or exclusive to that brand's account: because of how shelf photography is captured, content in which your products appear may be visible to, or form part of a report purchased by, another brand stocked on that same shelf, in the same way you may see other brands' shelf conditions in your own reports. PlanoIQ does not sell your account credentials, contact information, or billing data to third parties.

6. Intellectual Property

The Service, including its software, scoring methodology, user interface, and all associated intellectual property, is owned by PlanoIQ or its licensors and is protected by applicable intellectual property laws. These Terms do not grant you any rights to PlanoIQ's trademarks, logos, or brand assets.

7. Third-Party Services

The Service integrates with third-party providers, including Stripe (payments) and cloud infrastructure and AI/data-processing providers used to operate the platform. Your use of any third-party service accessed through PlanoIQ is subject to that provider's own terms and privacy practices, which we encourage you to review.

8. Term and Termination

8.1 Term. These Terms remain in effect for as long as you maintain an account with PlanoIQ.

8.2 Termination by you. You may cancel your subscription at any time through the client portal or by written notice to [email protected]. Cancellation takes effect at the end of the then-current billing period unless otherwise stated at signup.

8.3 Termination by PlanoIQ. We may suspend or terminate your access to the Service, with or without notice, if you breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe harms PlanoIQ, its Pros, or other clients.

8.4 Effect of termination. Upon termination, your right to access the Service ends. We will make previously generated reports available for export for 3 days following termination, after which PlanoIQ may delete your account data in accordance with our data retention practices described in the Privacy Policy.

9. Disclaimers

THE SERVICE, INCLUDING ALL SCORING, REPORTS, AND RECOMMENDATIONS, IS PROVIDED "AS IS" AND "AS AVAILABLE." PLANOIQ MAKES NO WARRANTY THAT SHELF SCORING OR ANALYSIS IS ERROR-FREE, AND AUTOMATED/AI-GENERATED SCORING MAY CONTAIN INACCURACIES. PLANOIQ DOES NOT GUARANTEE ANY PARTICULAR RETAIL, LISTING, VELOCITY, OR SALES OUTCOME AS A RESULT OF USING THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLANOIQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLANOIQ WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. PLANOIQ'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID TO PLANOIQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain liability limitations, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify and hold PlanoIQ harmless from any third-party claims, damages, or expenses (including reasonable attorneys' fees) arising from your misuse of the Service or violation of these Terms.

12. Dispute Resolution — Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

12.1 Agreement to arbitrate. Except for disputes eligible for small claims court, you and PlanoIQ agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual action in small claims court.

12.2 Class action waiver. You and PlanoIQ agree that any arbitration or proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action.

12.3 Opt-out. You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your notice must include your name, company name, and a clear statement that you wish to opt out of arbitration.

12.4 Location and costs. Arbitration will be conducted in Delaware, or another mutually agreed location, and each party will bear its own costs except as the arbitration rules or applicable law otherwise require.

13. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except that Section 12 (arbitration) is governed by the Federal Arbitration Act.

14. Modifications to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or in-portal notice at least 15 days before they take effect. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

15. General Provisions

15.1 Entire agreement. These Terms, together with the Privacy Policy and any order form or plan-specific terms, constitute the entire agreement between you and PlanoIQ regarding the Service.

15.2 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.

15.4 Force majeure. Neither party is liable for delays or failures caused by events outside its reasonable control.

15.5 No waiver. Failure to enforce any provision is not a waiver of that provision.

16. Contact Us

Questions about these Terms can be sent to:

PlanoIQ HQ 228 Park Ave S PMB 48365 New York, NY, 10003-1502 [email protected]