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A character who has not yet acted during a combat due to his or her Initiative is Flat-Footed, meaning the character is unprepared and can't react as well as when an attack is expected.

A Flat-Footed character...

The game may regard someone as being Flat-Footed also in other situations than in the beginning of a combat. For example the same penalties may apply when a web is inflicting the grappled condition on someone.