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End User License Agreement

Version 1.0 — Effective July 9, 2026

This End User License Agreement ("EULA" or "Agreement") is a binding legal contract between you ("you", the "User") and BACKSIDE— the operator of Panda Trading Solutions (ADAP COBRANÇAS LTDA, CNPJ 28.417.870/0001-80) ("BACKSIDE", "we", "us", "our"). It governs your license to install and use the Pandadesktop software and its components (the "Software").

1. Acceptance and how you agree

You accept this Agreement by clicking "I agree" (or an equivalent control) during installation, checkout or first run, by installing or activating the Software, or by using it. Acceptance is recorded electronically together with the version of this Agreement then in force — this constitutes your electronic signature and is legally binding. If you do not agree, do not install, activate or use the Software.

Eligibility.You must be at least 18 years old and able to form a binding contract. If you accept on behalf of a company or other entity, you represent that you are authorized to bind it, and "you" refers to that entity. This EULA works together with our Terms of Service, Privacy Policy, Refund Policy and Financial Disclaimer, which are incorporated by reference.

2. Definitions

  • Software — the Panda desktop application, its overlays, scanner, charts, updates, and accompanying documentation.
  • API Key — the unique credential issued to you that authenticates the Software to our servers and provisions your access.
  • Market Data — quotes, float and dilution figures, filings intelligence, news and related data displayed by the Software.
  • Third-Party Data — Market Data and other content sourced from external providers and public filings (see §8).
  • AI Output — automated commentary generated by the Software, including "AI Insight" and any named play, stage, level or confidence rating.

3. License grant

Subject to your continuous compliance with this Agreement and to an active, paid subscription (or valid trial) under the Terms of Service, BACKSIDE grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable license to install and use the Software on machines you own or control, for your own trading and personal use. No rights are granted except those expressly stated here. The Software is licensed, not sold.

4. License restrictions

You will not, and will not permit any third party to:

  • share, rent, lease, sell, resell, sublicense, distribute or otherwise transfer the Software or your API Key;
  • use the Software or API Key on behalf of, or for the benefit of, any person other than yourself (or the entity that licensed it);
  • reverse-engineer, decompile, disassemble, or attempt to derive the source code, except to the limited extent this restriction is prohibited by applicable law;
  • copy, modify, translate, or create derivative works of the Software;
  • remove, obscure or alter any proprietary notice, brand or label;
  • scrape, harvest, redistribute, resell or publicly display the Market Data or Third-Party Data, or use them to build or train any competing product, dataset or model;
  • circumvent, disable or interfere with license controls, rate limits, security or authentication;
  • probe, load-test or attack our infrastructure, or use automated means to extract data beyond the Software's intended operation;
  • use the Software in violation of any applicable law, exchange rule, or third-party terms.

5. API Key and activation

Access is provisioned through an API Key issued to you. The API Key is confidential and tied to your license; you are responsible for all activity under it and for keeping it secure. We may rate-limit, suspend or revoke a key that is shared, abused, or used in breach of this Agreement. Where a violation is not abusive or fraudulent, any pro-rata refund of an unused paid period is handled under the Refund Policy.

6. Beta status, updates and changes

The Software is currently provided as a beta release. It may contain defects, change without notice, and is offered without the stability guarantees of a general release. We may provide updates, patches or new versions, and may add, modify, suspend or discontinue features at any time. Auto-update may be disabled during beta; you are responsible for installing updates we make available. Some features depend on our servers and third-party providers and may be unavailable, delayed or interrupted.

7. Ownership and intellectual property

The Software, its source code, the Panda and BACKSIDE brands, designs, models, and all related intellectual property are owned by BACKSIDE and its licensors and are protected by applicable law. This Agreement grants use, not ownership. If you send us suggestions or feedback, you grant us a perpetual, worldwide, royalty-free license to use it without obligation to you.

8. Third-party components and data

The Software includes open-source and third-party components licensed under their own terms, which prevail over this Agreement for those components. Market Data is aggregated from third-party feeds and public filings — including, among others, market-data and filings providers and public sources such as the U.S. SEC EDGAR system — and is subject to those providers' terms and restrictions. You receive no ownership of Market Data or Third-Party Data; your license is limited to viewing it within the Software for your personal, non-commercial trading use. Redistribution of exchange or provider data is prohibited.

9. AI-generated output

AI Output is an automated, non-advisory analysis of public data. It may be incomplete, delayed, or simply wrong. It is not a recommendation and must not be relied upon as the basis for any trade or investment decision.AI Output is provided "as is" and you use it at your own risk. See the Financial Disclaimer.

10. Not investment advice; assumption of risk

Panda is a market-data and analytics tool. It is not a broker-dealer, investment adviser or financial advisor, and nothing in the Software constitutes investment advice, a recommendation, or an offer or solicitation to buy or sell any security. All trading decisions are exclusively yours. Trading securities — especially low-float, small-capitalization stocks — involves substantial risk, including the rapid and total loss of capital. Your use of the Software creates no fiduciary, advisory or brokerage relationship with BACKSIDE.

11. Privacy, telemetry and your account

The Software sends minimal diagnostics and license-validation requests. It does not read, collect or store your brokerage credentials, account, positions or orders — Panda never asks for them. Our handling of personal data is described in the Privacy Policy. For consumers resident in Brazil, additional rights under the LGPD and the Consumer Protection Code are set out in the Brazil Addendum.

12. Fees and subscription

Use of the Software requires an active subscription (or valid trial), governed by the Terms of Service. Payments are processed by Stripe; BACKSIDE is the seller of record. This license is contingent on your subscription: it automatically suspends or terminates on non-payment, cancellation or expiry of your paid period.

13. Term and termination

This Agreement is effective until terminated. It terminates automatically if you breach any of its terms, and on expiry or cancellation of your subscription. On termination you must stop using and remove the Software, and your API Key will be revoked. Sections 4, 7–10, 14–19 and 21 survive termination.

14. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, MARKET DATA AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DATA WILL BE ACCURATE, COMPLETE OR TIMELY. Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BACKSIDE WILL NOT BE LIABLE FOR ANY TRADING OR INVESTMENT LOSSES, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR DATA, ARISING FROM OR RELATED TO THE SOFTWARE. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM IS LIMITED TO THE FEES YOU PAID US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including mandatory consumer-protection rights.

16. Indemnification

You will indemnify and hold BACKSIDE harmless from claims, losses and reasonable expenses arising out of your misuse of the Software, your breach of this Agreement, your sharing or misuse of an API Key, or your violation of law or third-party rights. This section applies to the extent permitted by applicable law and does not apply to a consumer where mandatory law provides otherwise.

17. Export controls and sanctions

You represent that you are not located in, and will not use or export the Software in violation of, any applicable export-control or sanctions laws (including U.S. OFAC sanctions and the U.S. Export Administration Regulations), that you are not on any government denied-party or sanctioned list, and that you are not located in an embargoed territory. If the Software is acquired by or on behalf of the U.S. Government, it is provided as "Commercial Computer Software" with only the rights granted in this Agreement.

18. Compliance with laws

You are solely responsible for complying with all laws and regulations applicable to your trading and to your use of the Software in your jurisdiction, including securities and tax laws. The Software is not directed at, and may not be used by, any person where such use would be unlawful.

19. Governing law and dispute resolution

This Agreement is governed by the laws of Brazil, without regard to conflict-of-laws rules. Nothing in this section deprives you of any mandatory consumer protection under the law of your country of residence, including any right that law guarantees to bring claims in your local courts.

Informal resolution first. Before starting any formal proceeding, you and BACKSIDE agree to try to resolve the dispute informally: send a written description of the dispute to legal@tspanda.com (we will write to your subscription e-mail), and allow 60 days of good-faith negotiation from receipt of the notice.

Users resident outside Brazil — arbitration. Any dispute arising out of or relating to this Agreement or the Software that is not resolved informally will be resolved by final and binding arbitration on an individual basis, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules — or, where those rules do not apply, by the AAA's International Centre for Dispute Resolution (ICDR) under its rules. The arbitration will be conducted in English before a single arbitrator, by videoconference or on documents only (no in-person hearing is required), and fees will be allocated as those rules provide. You and BACKSIDE waive any right to a jury trial and to participate in a class, collective or representative action. Notwithstanding the foregoing, either party may (a) bring an individual claim in small-claims court where it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information. If the class-action waiver is found unenforceable as to a particular claim, that claim — and only that claim — proceeds in court, and the remainder stays in arbitration.

30-day opt-out. You may opt out of this arbitration provision entirely by e-mailing legal@tspanda.com within 30 days of first accepting this Agreement, stating your name, your subscription e-mail and that you opt out of arbitration. Opting out does not affect any other provision of this Agreement.

Consumers resident in Brazil. The arbitration and class-action-waiver provisions above do not apply to you to the extent they conflict with the Brazilian Consumer Protection Code (Law No. 8.078/1990). You retain the right to bring claims in the court of your own domicile, and the mandatory protections described in the Brazil Addendum prevail over any conflicting term or language-precedence clause in this Agreement.

20. Changes to this Agreement

We may update this Agreement. Material changes will be announced in the app or by e-mail at least 15 days in advance, and the version and effective date at the top will be updated. Your continued use after a change takes effect constitutes acceptance of the updated Agreement; if you do not agree, stop using the Software. Changes to Section 19 (dispute resolution) do not apply to disputes that arose before the change took effect.

21. General

This Agreement, together with the documents it incorporates, is the entire agreement between you and BACKSIDE regarding the Software and supersedes prior understandings. If any provision is held unenforceable, the rest remains in effect. You may not assign this Agreement; we may assign it in connection with a merger, acquisition or sale of assets. Our failure to enforce a right is not a waiver. This Agreement is written in English, which is the governing language; translations are provided for convenience, subject to §19 for Brazilian consumers.

22. Contact

Questions about this Agreement: legal@tspanda.com.