PANDACORE S.A.S

TERMS AND CONDITIONS OF SERVICE

Version 2.0 — May 2026

Confidential document — For exclusive use of PandaCore S.A.S and its clients

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1. INTRODUCTION

Welcome to PandaCore S.A.S (hereinafter, "PandaCore"), a company specialized in comprehensive technology solutions. PandaCore offers software development services, web development, hosting solutions, digital transformation, proprietary digital products, and custom technology projects for businesses.

This document establishes the Terms and Conditions of Service (hereinafter, "Terms"), which govern the contractual relationship between PandaCore and any natural or legal person who uses, hires, or accesses our services (hereinafter, the "Client").

By accessing, registering, or using any of PandaCore's services, the Client acknowledges that they have read, understood, and accepted these Terms in their entirety. If the Client disagrees with any of the provisions established herein, they must refrain from using our services.

These Terms apply to all services offered by PandaCore at an international level, including Latin America and any other region where PandaCore provides its services.

2. DEFINITIONS

For the purposes of this document and its correct interpretation, the following definitions are established:

Client: A natural or legal person who contracts, uses, or accesses PandaCore's services, either directly or through authorized representatives.

Services: The set of products, technological solutions, and provisions offered by PandaCore, including software development, web development, hosting, digital transformation, proprietary digital products, and custom projects.

Software: Any program, application, system, platform, or digital tool developed by PandaCore, whether on demand from the Client or as PandaCore's own product.

Project: All development, implementation, or consulting work that PandaCore carries out for a specific Client, documented through a Creation Plan and formal agreement.

Creation Plan: A formal document issued by PandaCore that details the identified problem, proposed solutions, delivery timelines, technologies to be used, specific agreements, included services, and the final project value.

Client Portal: PandaCore's web platform where the Client can create an account to monitor project progress, view completion percentages, read messages from developers, and access test links or downloads.

Contract: A formal agreement between PandaCore and the Client that defines the specific terms of service provision, complementary to these general Terms.

Hosting: Service for hosting web applications, websites, games, domains, bots, and other digital solutions on PandaCore's infrastructure.

Source Code: The set of files, scripts, configurations, and technical documentation that make up a software project developed by PandaCore.

Technical Support: Service provided by PandaCore to resolve problems, incidents, or queries related to the contracted products and services.

End User: Any person who uses the software or services provided by the Client through solutions developed by PandaCore.

Personal Data: Information that allows the direct or indirect identification of a person, such as name, address, email address, phone number, or financial information.

PandaGo: An installment payment program offered by PandaCore that allows Clients to finance the development of projects under specific conditions.

Proprietary Digital Products: Software, tools, and applications developed by PandaCore for public distribution, such as Nodefy, TicketPanda, PandaBot, Rifacil, Nuvity, among others.

3. SERVICES OFFERED

PandaCore offers a wide range of technological services aimed at companies, entrepreneurs, and students at an international level. Services include, but are not limited to:

3.1. Custom Software Development

Creation of desktop applications, mobile applications, platforms, management systems, internal tools, and other custom digital products, adapted to the specific needs of the Client. Each project is documented through a Creation Plan that establishes scope, timelines, and costs.

3.2. Web Development

Design and development of corporate websites, online stores, landing pages, web portals, progressive web applications, and all types of solutions based on modern web technologies.

3.3. Hosting Solutions

Hosting services for web applications, online games, domains, Discord bots, WhatsApp bots, and any other type of digital solution that requires server infrastructure. PandaCore offers custom configurations according to the Client's requirements, ensuring stability and security.

3.4. Digital Transformation

Consulting and implementation of digitalization strategies for companies and businesses, including process automation, system migration, digital infrastructure optimization, and adoption of new technologies.

3.5. Enterprise Projects

Comprehensive technology solutions designed specifically for the business environment, including ERP systems, CRM, internal management platforms, third-party integrations, and any project that requires a corporate approach.

3.6. Proprietary Digital Products

PandaCore develops and distributes its own software products, such as Nodefy, TicketPanda, PandaBot, Rifacil, Nuvity, among others. These products may be free or paid, and are governed by their own specific licenses and conditions of use.

4. PROJECT CONTRACTING PROCESS

4.1. Contact and Initial Diagnosis

The process begins when the Client contacts PandaCore to request a service. Depending on the case, PandaCore may conduct a prior diagnosis of the Client's current situation or proceed directly to develop an improvement or development plan.

4.2. Creation Plan

Once the Client's needs have been evaluated, PandaCore will issue a formal Creation Plan that will contain:

• Identified problem or Client's need.
• Detailed description of the services and solutions to be implemented.
• Estimated delivery timelines for each project phase.
• Technologies and tools that will be used.
• Specific agreements between the parties.
• Included services (hosting, support, maintenance, etc.).
• Final project value and payment conditions.

4.3. Acceptance and Kickoff

Work will begin only once the Client has formally accepted the Creation Plan and the corresponding initial deposit has been made (see Section 9 — Payments). Acceptance of the Creation Plan implies acceptance of these Terms and Conditions.

4.4. Project Monitoring

The Client may create an account on PandaCore's Client Portal, where they will have access to:

• Real-time project completion percentage.
• Messages and notes from assigned developers.
• Test links or download files for review and testing.
• Version history and updates.

4.5. Scope Modifications

If during project development the Client requests features, modules, or additional changes that were not contemplated in the original Creation Plan, PandaCore will evaluate the request and may adjust the price and delivery timelines accordingly. Any scope modification must be agreed upon in writing between the parties before implementation.

4.6. Project Delivery

Once the project is completed and compliance with the agreed requirements is verified, PandaCore will proceed to formal delivery. The delivery will include the functional product and, once 100% of the payment is completed, the source code and corresponding documentation, as established in Section 5 on Intellectual Property.

5. INTELLECTUAL PROPERTY

5.1. Ownership of Code Developed for the Client

By default, once the Client has completed 100% of the agreed payments, the source code, designs, and all project-specific deliverables will be the exclusive property of the Client. Until full payment is completed, PandaCore retains all rights over the code and deliverables.

5.2. Backup and Storage by PandaCore

Regardless of code ownership, PandaCore will maintain a backup copy of all projects developed on its servers. This backup is for security purposes exclusively and allows PandaCore to assist the Client in case of updates, data loss recovery, or future maintenance. The Client will always have access to their source code once payments are completed.

5.3. PandaCore Tools, Frameworks, and Components

PandaCore may use its own tools, libraries, frameworks, or components in the development of projects for Clients. These elements will remain the exclusive property of PandaCore, and the Client will be granted a non-exclusive, non-transferable license to use them solely within the context of the contracted project.

5.4. Distribution Agreements and Rights Transfer

In certain cases, PandaCore may offer the Client a distribution agreement whereby the rights over the project code are shared between both parties or entirely transferred to PandaCore. In these agreements:

• PandaCore reserves the right to accept or reject this modality depending on the type of project.
• The project price for the Client may be considerably reduced in exchange for partial or total transfer of rights.
• PandaCore may distribute, commercialize, or make the resulting software freely available.
• The specific terms of the distribution agreement will be documented in writing and must be accepted by both parties before development begins.

5.5. Client Contributions and Ideas

PandaCore values the ideas and contributions of its Clients. If a Client proposes a product idea or functionality that PandaCore considers viable, PandaCore may develop said idea at no cost to the Client, under the following conditions:

• PandaCore reserves all rights over the resulting product, including pricing and distribution method (free, paid, or under specific license).
• The Client who contributed the idea will receive credit for their contribution and access to the resulting product.
• This modality is voluntary and creates no obligation for PandaCore to develop all proposed ideas.

5.6. PandaCore's Proprietary Digital Products

All digital products developed and distributed by PandaCore (Nodefy, TicketPanda, PandaBot, Rifacil, Nuvity, among others) are the exclusive property of PandaCore. Their use by Clients or end users is subject to the specific licenses and conditions of each product.

5.7. Prohibition of Reverse Engineering

The Client agrees not to reverse engineer, decompile, disassemble, or attempt to obtain the source code of any PandaCore proprietary product, unless expressly authorized in writing.

6. USER ACCOUNT REGISTRATION

To access certain services and the Client Portal, the Client must register an account with PandaCore. By registering, the Client agrees to the following conditions:

• They will provide truthful, current, and complete information during the registration process and will keep such information up to date.
• They will be solely responsible for the security of their account, password, and access credentials.
• They will immediately notify PandaCore if they detect unauthorized access to their account or any security breach.
• They will not share their access credentials with unauthorized third parties.
• All activity carried out from their account will be considered as performed by the account holder.

PandaCore reserves the right to suspend or cancel user accounts in the event of misuse, identity fraud, prolonged inactivity, or breach of these Terms.

7. ACCEPTABLE USE OF SERVICES

The Client agrees to use PandaCore's services in an ethical, responsible manner and in accordance with applicable legislation in their jurisdiction. The following is strictly prohibited:

7.1. Illegal Activities

Using PandaCore's services to carry out illegal, fraudulent, deceptive activities, or those that contravene any applicable local, national, or international law.

7.2. Malicious Content

Distributing, hosting, or transmitting malware, viruses, trojans, spyware, ransomware, or any type of malicious code through PandaCore's services.

7.3. Violation of Third-Party Rights

Using PandaCore's services to infringe intellectual property rights, trademarks, copyrights, trade secrets, or any other legitimate rights of third parties.

7.4. Resource Abuse

Carrying out activities that consume excessive or disproportionate resources from PandaCore's infrastructure, including denial-of-service attacks (DDoS), unauthorized cryptocurrency mining, mass spam, or any activity that affects service stability for other users.

7.5. Prohibited Content

Hosting, distributing, or promoting content that is defamatory, threatening, harassing, pornographic, involving child exploitation, discriminatory, or that incites hatred or violence.

7.6. Consequences of Non-Compliance

PandaCore reserves the right to immediately suspend, restrict, or permanently cancel the services of any Client who engages in any of the prohibited behaviors, without obligation of refund. PandaCore may also report the activity to competent authorities when deemed necessary.

8. PRIVACY POLICY

The protection of our Clients' personal data is a priority for PandaCore. The complete privacy policy is available as an independent document on our official channels and on our website.

To learn in detail how PandaCore collects, uses, stores, protects, and shares personal information, as well as the Client's rights regarding their data, please consult our Privacy Policy at: pandacore.net/en/privacy

By using PandaCore's services, the Client acknowledges and accepts the practices described in the current Privacy Policy.

9. PAYMENTS AND BILLING

9.1. Payment Structure for Projects

Payments for development projects are structured as follows:

• Initial deposit: PandaCore will require a deposit of 50% of the total project value before starting development. This deposit is non-refundable except in the circumstances described in Section 9.5.
• Final payment: The remaining 50% must be paid on the project delivery date.
• Upfront payment: The Client may choose to pay 100% of the project value at the start, if they prefer.

9.2. Installment Payment Plans

PandaCore offers the possibility of financing projects through installment payment plans of up to three (3) years, or through customized payment agreements negotiated directly with the Client. PandaCore reserves the right to grant or deny these financing plans to any Client, at its sole discretion.

9.3. PandaGo Program

PandaGo is PandaCore's official installment payment program, designed to facilitate access to software development services. The program conditions are:

• It is only applicable to projects that require hosting on PandaCore's infrastructure. Third-party infrastructure is not accepted during the term of the program.
• The delivery of the source code and project files will be carried out only once the Client has completed all payments.
• The Client must pay monthly for PandaCore's hosting service for the duration of the PandaGo program.
• Upon completing all payments, the Client will receive the project's source code along with the corresponding technical documentation.
• PandaGo is available in most countries in Latin America and the United States, with some exceptions that will be communicated to the Client.

9.4. Consequences of Non-Payment

In the event that the Client fails to comply with agreed payments, the following consequences will apply:

a) The service or project will be deactivated immediately upon detection of non-payment.

b) PandaCore will send notifications to the Client during the following ninety (90) calendar days to regularize the situation.

c) During that 90-day period, the Client may restore the service by making the pending payment without additional penalty.

d) If 90 days pass without the payment being regularized, or if the Client expressly authorizes the transfer, the project will become the exclusive property of PandaCore.

e) If ownership is transferred to PandaCore, the company may resell or redistribute the project to third parties, ensuring that no Client-specific elements will be included, such as logos, images, trade names, personal data, or other resources provided by the Client.

f) Payments not completed at 100% do not allow for delivery of the source code or the project in its entirety.

9.5. Refunds

As a general rule, payments made are non-refundable. However, PandaCore may consider partial or total refunds in the following exceptional circumstances:

• Serious and demonstrable breach by PandaCore with respect to the terms of the Creation Plan.
• Proven technical impossibility by PandaCore to complete the project as agreed.
• Mutual agreement between the parties documented in writing.

Refund requests must be submitted in writing through PandaCore's official channels and will be evaluated on a case-by-case basis.

9.6. Payment Methods

PandaCore accepts payments through the following platforms and methods:

• Tebex: Primary payment gateway with broad international coverage, currently allowing more than 120 payment methods, including credit and debit cards, digital wallets, transfers, and cash payments in multiple countries.
• ePayco: Gateway aimed primarily at clients in Colombia, allowing payments via PSE, debit and credit cards, bank transfers, Nequi, Daviplata, cash, and other local payment methods.
• PayPal: For international payments and credit or debit cards.
• Direct bank transfers: By prior agreement with the Client.

PandaCore may incorporate new payment methods in the future, which will be communicated through its official channels.

9.7. Billing

PandaCore will issue the corresponding invoices in accordance with applicable tax legislation. The Client is responsible for providing correct and up-to-date tax information for invoice issuance.

10. SERVICE LEVEL AGREEMENTS (SLA)

10.1. Hosting Service Availability

PandaCore commits to maintaining a minimum availability of 99.5% on its hosting services, measured monthly. This commitment excludes scheduled maintenance periods, which will be notified to the Client at least 24 hours in advance.

10.2. Hours and Response Times

PandaCore offers support every day under the GMT-5 time zone, approximately from 5:00 AM to 1:00 AM. (20 hours per day)

Estimated first response times by support channel are as follows:

• WhatsApp: Generally within minutes.
• Discord: Generally within minutes.
• Client Portal: Within 1 hour.
• Email: Within 24 hours.
• Social Media: Within 24 hours.

In situations of high demand, technical incidents, maintenance, external events, or exceptional circumstances, response times may be reasonably extended. In such cases, estimated times may be adjusted approximately as follows:

• Responses estimated in minutes: up to 30 minutes.
• Responses estimated in 1 hour: up to 2 hours.
• Responses estimated in 24 hours: up to 48 hours.

PandaCore will make reasonable efforts to maintain timely attention across all its official channels.

10.3. Compensation for SLA Non-Compliance

If PandaCore fails to meet the committed availability levels in a calendar month, the Client may request a proportional credit on the cost of the hosting service for that month. The maximum applicable credit will not exceed the value of one (1) month of service.

11. TECHNICAL SUPPORT

11.1. Support Scope

PandaCore will provide technical support for contracted services, covering incidents, operational questions, and assistance in the use of developed tools and platforms. The specific scope of support will depend on the type of service contracted and will be detailed in the Creation Plan or corresponding service agreement.

11.2. Support Channels

Technical support will be provided through PandaCore's official channels, including email, Client Portal, ticket system, WhatsApp, Discord, official social media, and any other communication medium that PandaCore enables or authorizes for that purpose.

11.3. Hours of Operation

PandaCore's technical support is provided every day under the GMT-5 time zone, approximately from 5:00 AM to 1:00 AM. (20 hours per day) PandaCore may offer priority attention, extended support, or additional specialized services by prior agreement with the Client.

11.4. Support Exclusions

PandaCore's technical support does not include:

• Problems caused by modifications made by the Client or third parties to the delivered software.
• Incidents arising from third-party infrastructure not managed by PandaCore.
• Extensive training in the use of tools, unless contracted as an additional service.
• Support for software or services that have not been developed or contracted through PandaCore.

12. WARRANTIES

12.1. Development Warranty

PandaCore warrants that all software developed for the Client will be functional and will comply with the specifications agreed upon in the Creation Plan. In the event of defects or failures attributable to PandaCore, the necessary corrections will be made at no additional cost during a period of thirty (30) calendar days counted from the date of formal project delivery.

12.2. Warranty Exclusions

The warranty does not cover:

• Damage or failures caused by misuse of the software by the Client or end users.
• Modifications made to the source code by the Client or third parties without PandaCore's authorization.
• Incompatibilities with software, hardware, or infrastructure not specified in the Creation Plan.
• Problems arising from external factors such as network outages, cyberattacks, or failures of third-party service providers.

12.3. Warranty Limitation

Services are provided "as is" and "as available." PandaCore does not warrant that the services will operate without interruptions, errors, or vulnerabilities, although it will make its best efforts to maintain service quality and continuity.

13. LIMITATIONS OF LIABILITY

PandaCore shall not be liable, under any circumstances, for:

• Indirect, consequential, incidental, or punitive losses, including lost profits, data loss, reputational damage, or business interruption.
• Damages arising from misuse of the services by the Client or end users.
• Losses caused by the action or omission of third-party service providers.
• Damages resulting from unauthorized access to the Client's account when due to the Client's negligence in protecting their credentials.

In no case shall PandaCore's total cumulative liability to the Client exceed the amount effectively paid by the Client to PandaCore during the three (3) months prior to the event that gave rise to the claim.

14. CONFIDENTIALITY

14.1. Confidentiality Obligations

Both parties agree to maintain the confidentiality of all sensitive, proprietary, or reserved information exchanged within the framework of the contractual relationship. Confidential information includes, among others: business plans, source code, commercial strategies, financial information, client data, and any other information that should reasonably be considered confidential.

14.2. Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes public domain without fault of the receiving party.
• Has been legitimately received from a third party without confidentiality obligation.
• Must be disclosed by legal mandate, court order, or requirement of a competent authority.
• Has been independently developed by the receiving party without using the confidential information.

14.3. Duration of Confidentiality

Confidentiality obligations will survive the termination of the contractual relationship for a period of two (2) years.

15. TERM AND TERMINATION

15.1. Term

These Terms will take effect from the moment the Client accesses, registers, or uses any PandaCore service, and will remain in effect while an active contractual relationship exists between the parties.

15.2. Termination by the Client

The Client may terminate the contractual relationship by notifying PandaCore in writing with at least thirty (30) days' notice. Termination does not exempt the Client from fulfilling pending payment obligations. Payments made will not be refunded except as provided in Section 9.5.

15.3. Termination by PandaCore

PandaCore may terminate the contractual relationship with immediate effect in the following cases:

• Serious breach of these Terms by the Client.
• Misuse or unlawful use of the services.
• Sustained non-payment as established in Section 9.4.
• Conduct that puts the security, reputation, or infrastructure of PandaCore at risk.

15.4. Effects of Termination

Upon termination of the contractual relationship:

• PandaCore will deactivate the Client's access to the services and the Client Portal.
• If payments are complete, PandaCore will deliver the source code and project deliverables to the Client within fifteen (15) business days.
• PandaCore may retain backup copies of projects as described in Section 5.2.
• Confidentiality obligations, intellectual property rights, and liability limitations will survive termination.

16. FORCE MAJEURE

PandaCore shall not be liable for delays, interruptions, or failures due to force majeure or unforeseen events, understood as events beyond PandaCore's reasonable control, including but not limited to:

• Natural disasters (earthquakes, floods, hurricanes, epidemics, pandemics).
• Armed conflicts, acts of terrorism, civil unrest, or states of emergency.
• Failures in the infrastructure of third-party service providers (internet providers, data centers, cloud services).
• Prolonged power outages.
• Legislative or regulatory changes that prevent service provision.
• Massive cyberattacks (DDoS, ransomware) of exceptional scale.

In the event of force majeure, PandaCore will notify the Client as soon as possible and will make reasonable efforts to restore services.

17. ASSIGNMENT

The Client may not assign, transfer, or delegate their rights or obligations under these Terms to a third party without PandaCore's prior written consent.

PandaCore may assign or transfer these Terms or any of its rights and obligations to an affiliated company, subsidiary, or third party in the context of a merger, acquisition, or asset sale, notifying the Client with reasonable advance notice.

18. COMMUNICATIONS AND NOTIFICATIONS

All official communications and notifications between PandaCore and the Client may be made through the official channels enabled by PandaCore, including:

• Email: To the addresses registered by each party.
• Client Portal: Messages, tickets, and notifications within the platform.
• WhatsApp: Through official numbers authorized by PandaCore.
• Discord: Through official PandaCore servers, channels, or accounts.
• Official and verified social media.
• Official website and any other communication medium enabled by PandaCore.

Notifications sent by email will be considered received within 24 business hours following their sending, unless the sender receives a delivery error notice. For communications made through the Client Portal, WhatsApp, Discord, or other official digital channels, they will be considered received from the moment they are correctly delivered on the corresponding platform.

It is the Client's responsibility to keep their contact information up to date and to periodically review the official channels used for communication with PandaCore.

19. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless PandaCore, its directors, employees, collaborators, and agents, against any claim, demand, damage, loss, cost, or expense (including reasonable legal fees) arising as a result of:

• Misuse of the services by the Client or their end users.
• The Client's violation of these Terms.
• Infringement of third-party rights by the Client.
• Content hosted or distributed by the Client through PandaCore's infrastructure.

20. MODIFICATIONS TO THE TERMS

PandaCore reserves the right to modify, update, or replace these Terms at any time. When substantial changes are made, PandaCore will notify Clients at least fifteen (15) days in advance through the official channels established in Section 18.

Continued use of PandaCore's services after the effective date of the new Terms will imply acceptance thereof. If the Client disagrees with the modifications, they must cease using the services and notify PandaCore in accordance with Section 15.2.

21. APPLICABLE LAW AND DISPUTE RESOLUTION

21.1. Applicable Law

These Terms are governed by and interpreted in accordance with the legislation of the country where PandaCore is incorporated. For international Clients, in the event of conflict between the applicable legislation and the Client's local legislation, the provisions most favorable to the enforcement of these Terms will prevail.

21.2. Direct Negotiation

Any controversy, dispute, or claim arising in connection with these Terms or PandaCore's services will be resolved in the first instance through direct, good-faith negotiation between the parties, within a period of thirty (30) calendar days.

21.3. Mediation and Arbitration

If direct negotiation fails to resolve the controversy, the parties may resort to a mediation process. Should the disagreement persist, the controversy will be submitted to arbitration before an arbitration tribunal at PandaCore's principal office, in accordance with applicable arbitration regulations.

21.4. Jurisdiction

For any legal action that cannot be resolved through the above mechanisms, the parties submit to the jurisdiction of the competent courts at PandaCore's principal office.

22. GENERAL PROVISIONS

22.1. Entire Agreement

These Terms, together with the Creation Plan, the Privacy Policy, and any specific agreement signed between the parties, constitute the entire agreement between PandaCore and the Client, and replace any prior understanding, agreement, or communication, whether oral or written, related to the subject matter of these Terms.

22.2. Severability

If any provision of these Terms is declared invalid, illegal, or unenforceable by a competent court, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of these Terms will remain in full force and effect.

22.3. Waiver

Failure to exercise or delay in exercising any right, power, or remedy by PandaCore shall not constitute a waiver of such right. No waiver shall be effective unless made in writing.

22.4. Headings

Section headings in these Terms are included for convenience only and shall not affect their interpretation.

22.5. Relationship Between the Parties

Nothing in these Terms shall create a partnership, agency, employment, or franchise relationship between PandaCore and the Client. Each party acts as an independent contractor.

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Last updated: May 2026

PandaCore S.A.S — All rights reserved.

For inquiries about these Terms, contact us through our official channels.