END-USER LICENSE AGREEMENT -- BALANCENUDGE
==========================================

By NorthPandaLabs (a division of Panda Automation LLC, Wyoming)
Contact: northpandalabs@gmail.com
Last updated: September 19, 2026

Please read this agreement carefully before installing or using BalanceNudge.
By installing or using the app you agree to be bound by these terms. If you do
not agree, do not install or use the app.

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1. WHO WE ARE
-------------

BalanceNudge is developed and distributed by NorthPandaLabs, a division of
Panda Automation LLC, a Wyoming limited liability company. In this agreement
"we," "us," and "NorthPandaLabs" refer to NorthPandaLabs / Panda Automation
LLC. "You" refers to the individual installing or using the app. "App" means
BalanceNudge and all its components, updates, and documentation.

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2. LICENSE GRANT
----------------

NorthPandaLabs grants you a personal, limited, non-exclusive, non-transferable,
revocable license to install and use BalanceNudge on devices you own or control,
solely for your personal, non-commercial use. This license does not convey any
ownership of the software or any intellectual property rights therein.

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3. ELIGIBILITY
--------------

You must be at least 18 years of age to use BalanceNudge. By installing or
using the app you represent and warrant that you meet this requirement. If you
are under 18, do not install or use the app.

BalanceNudge supports United States Dollar (USD) as its base currency and is
designed around US financial conventions. International use is not prohibited,
but NorthPandaLabs makes no warranty that the app meets the requirements of any
jurisdiction outside the United States.

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4. WHAT YOU MAY NOT DO
-----------------------

You may not:

- Use the app for any commercial purpose, including reselling access, offering
  it as a service, or incorporating it into a paid product
- Copy, modify, translate, or create derivative works based on the app
- Reverse engineer, decompile, disassemble, or attempt to derive source code,
  except where applicable law expressly and non-waivably permits it
- Remove or alter any copyright, trademark, or other proprietary notice
- Transfer, sublicense, rent, lease, lend, or assign your license rights
- Attempt to bypass, disable, or circumvent license key verification, PRO
  feature controls, or any other technical protection measure
- Use bots, scrapers, crawlers, or automated means to access or interact with
  the app or any service it connects to
- Probe, scan, or test the vulnerability of the app or any related system
  without express written authorization from NorthPandaLabs
- Use the app in any way that violates applicable local, state, national, or
  international law or regulation
- Use the app to build a competing product or service, or to benchmark the app
  for competitive purposes without prior written consent

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5. AI FEATURES -- NOT FINANCIAL ADVICE
---------------------------------------

BalanceNudge includes optional AI-powered features including a vision parser
for receipts and bank statements, and a financial assistant. These features
are entirely optional. The app is fully functional without them.

When you use AI features:

- AI outputs are generated by third-party language models and are not reviewed
  by NorthPandaLabs
- AI outputs are NOT financial advice, tax advice, investment recommendations,
  or legal guidance -- they are automated responses from a software tool
- The accuracy of AI outputs depends on the quality of your input and the
  capabilities of the underlying model, which may change at any time without
  notice
- Do not make significant financial decisions based solely on AI-generated
  content. Consult a licensed professional when guidance is needed.
- You assume all risk from your use of AI features and from sharing financial
  data with any third-party AI provider you choose to connect

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6. NO WARRANTY FOR FINANCIAL ACCURACY
--------------------------------------

BalanceNudge is a personal finance tracking tool. It is not a certified
financial planning service, a tax advisor, an accounting system, or a
regulated financial product.

The app performs calculations based on data you enter. NorthPandaLabs makes
no guarantee that the app's calculations, summaries, projections, or AI-
assisted suggestions are accurate, complete, or appropriate for your financial
situation.

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF FINANCIAL
CALCULATIONS, SECURITY, TITLE, OR NON-INFRINGEMENT. NORTHPANDALABS DOES NOT
WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL
COMPONENTS.

Do not rely on BalanceNudge as a substitute for professional financial, tax,
or legal advice.

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7. LIMITATION OF LIABILITY
---------------------------

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) NORTHPANDALABS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND
LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF OR
INABILITY TO USE THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) NORTHPANDALABS' TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER
OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE TOTAL
AMOUNT YOU PAID TO NORTHPANDALABS FOR THE APP IN THE TWELVE (12) MONTHS
PRECEDING THE CLAIM, OR (ii) FIFTY DOLLARS (US $50.00).

This limit applies regardless of the form of action, whether in contract, tort
(including negligence), strict liability, or otherwise. Some jurisdictions do
not allow certain liability exclusions or limitations; in those jurisdictions
liability is limited to the fullest extent permitted by law.

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8. YOUR DATA AND YOUR RESPONSIBILITY
-------------------------------------

BalanceNudge stores all financial data locally on your device, encrypted with
a key derived from your PIN. You are solely responsible for:

- Keeping your PIN and recovery key safe and confidential
- Maintaining backups of your data
- The security of every device on which the app is installed
- Any data you choose to share with a third-party AI provider or to sync via
  a personal cloud storage folder

NorthPandaLabs cannot recover your local data if you forget your PIN and lose
your recovery key. This is intentional -- it also means NorthPandaLabs cannot
access your local financial data without your permission.

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9. NORTHPANDALABS SERVICES AND THIRD PARTIES
---------------------------------------------

PRO License

BalanceNudge PRO is purchased through Gumroad (gumroad.com). Gumroad's terms
of service and privacy policy govern the purchase transaction. NorthPandaLabs
does not collect or store your payment information. PRO refunds and
cancellations are handled through Gumroad per their refund policy.
Uninstalling the app does not automatically refund a PRO purchase.

AI Processing Service

NorthPandaLabs provides an optional AI processing service. When you use this
service, the specific image or text you submit is relayed through NorthPandaLabs
servers to the underlying AI model. NorthPandaLabs does not store the content
of these requests. Aggregate usage counts are tracked for service monitoring
and rate limiting. No personally identifiable information is collected.

Third-Party AI Providers

If you configure your own API keys (Gemini, Claude, OpenAI, or similar), those
requests go directly from your device to that provider. NorthPandaLabs does not
proxy or log these requests. Your use is governed by each provider's own terms.

Cloud Storage

If you sync your data using Google Drive, OneDrive, Dropbox, or another
service, NorthPandaLabs has no access to your storage and no relationship with
those providers. That provider's own terms govern the sync relationship.

App Stores

If you obtained the app through Apple App Store or Google Play, Apple Inc. and
Google LLC (as applicable) are third-party beneficiaries of this agreement and
have the right to enforce it against you. This agreement is between you and
NorthPandaLabs only -- not Apple or Google -- and NorthPandaLabs is solely
responsible for the app and its content.

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10. INDEMNIFICATION
--------------------

You agree to defend, indemnify, and hold harmless NorthPandaLabs and its
officers, directors, employees, contractors, and agents from and against any
claims, liabilities, damages, judgments, awards, losses, costs, expenses, or
fees (including reasonable attorneys' fees) arising from:

- Your violation of any term of this agreement
- Your use or misuse of the app
- Any content you submit, transmit, or make available through the app
- Your violation of any third-party right, including any intellectual property
  right or privacy right
- Any claim that your use of the app caused damage to a third party

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11. UPDATES AND CHANGES TO THESE TERMS
----------------------------------------

We may release updates to BalanceNudge that change functionality, add
features, or fix bugs. Continued use of the app after an update constitutes
acceptance of any updated terms included with that release.

If we make a material change to these terms, we will provide at least 30 days'
notice before the change takes effect, either through an in-app notification
or by updating the "Last updated" date and posting the new terms with the next
app release. If you do not agree to the updated terms, you may discontinue use
and uninstall the app before the change takes effect.

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12. TERMINATION
---------------

This license is effective until terminated. It terminates automatically if you
violate any term of this agreement. You may also terminate at any time by
uninstalling the app and destroying all copies.

Upon termination: your license ends immediately; you must uninstall and destroy
all copies of the app. Sections 5 through 7, 10, 13 through 16, and 18 through
20 survive termination.

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13. EXPORT CONTROLS
--------------------

BalanceNudge incorporates AES-256 encryption subject to United States Export
Administration Regulations (EAR). By downloading and using the app you
represent that: (a) you are not located in, or a national or resident of, any
country subject to a US government embargo or designated as a terrorist-
supporting country; and (b) you are not listed on any US government list of
prohibited or restricted parties.

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14. FORCE MAJEURE
-----------------

NorthPandaLabs will not be liable for any delay or failure to perform
obligations under this agreement where such delay or failure results from
circumstances beyond NorthPandaLabs' reasonable control, including natural
disasters, war, acts of government, internet service failures, or acts or
omissions of third parties.

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15. DMCA / COPYRIGHT INFRINGEMENT NOTICE
-----------------------------------------

If you believe any content made available in connection with the app infringes
your copyright, please send a notice to:

  northpandalabs@gmail.com
  Subject: DMCA Notice -- BalanceNudge

Your notice must include: (a) a description of the copyrighted work you claim
has been infringed; (b) identification of the allegedly infringing material;
(c) your contact information; (d) a statement that you have a good faith belief
the use is not authorized; (e) a statement under penalty of perjury that the
information in your notice is accurate and that you are the copyright owner or
authorized to act on their behalf.

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16. DISPUTE RESOLUTION -- BINDING ARBITRATION
----------------------------------------------

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

(a) Informal Resolution First. Before filing any arbitration or court claim,
you agree to contact NorthPandaLabs at northpandalabs@gmail.com and describe
the dispute. We will try to resolve it informally within 30 days. Either party
may pursue formal proceedings if the dispute is not resolved in that period.

(b) Binding Arbitration. Except for disputes that qualify for small claims
court, you and NorthPandaLabs agree that any dispute, claim, or controversy
arising from or relating to this agreement or the app will be resolved through
binding arbitration administered by the American Arbitration Association (AAA)
under its Consumer Arbitration Rules, rather than in court. Arbitration will
be conducted by a single arbitrator in Wyoming (or remotely at either party's
election). The arbitrator's decision is final and binding.

(c) Opt-Out. You may opt out of arbitration within 30 days of first accepting
these terms by sending an email to northpandalabs@gmail.com with the subject
"Arbitration Opt-Out" and your name. If you opt out, disputes must be resolved
in Wyoming state or federal court.

(d) Exception. Either party may seek emergency injunctive or other equitable
relief in a court of competent jurisdiction to prevent irreparable harm pending
arbitration.

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17. CLASS ACTION WAIVER
------------------------

YOU AND NORTHPANDALABS EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN
INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS,
CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT
CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. IF THIS WAIVER IS FOUND
UNENFORCEABLE, THE ARBITRATION CLAUSE IN SECTION 16 WILL NOT APPLY, AND THE
DISPUTE WILL BE RESOLVED IN COURT SUBJECT TO SECTION 18 BELOW.

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18. GOVERNING LAW AND JURISDICTION
------------------------------------

This agreement is governed by the laws of the State of Wyoming, United States,
without regard to its conflict of law provisions. Subject to Section 16, any
legal action or proceeding must be brought exclusively in the state or federal
courts located in Wyoming, and each party consents to personal jurisdiction in
those courts.

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19. GENERAL PROVISIONS
-----------------------

No Waiver. NorthPandaLabs' failure to enforce any provision of this agreement
is not a waiver of the right to enforce it later.

Severability. If any provision is found unenforceable, it will be modified to
the minimum extent needed to make it enforceable. All remaining provisions
continue in full effect.

Assignment. You may not assign this agreement or any rights hereunder without
NorthPandaLabs' prior written consent. NorthPandaLabs may assign this agreement
to a successor in connection with a merger, acquisition, or sale of assets.

Entire Agreement. This agreement, together with the Privacy Policy, constitutes
the entire agreement between you and NorthPandaLabs regarding the app and
supersedes all prior agreements and understandings.

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20. CONTACT
-----------

Questions about this agreement:

  NorthPandaLabs / Panda Automation LLC
  northpandalabs@gmail.com

For security disclosures, use the subject line:
  [SECURITY] BalanceNudge -- <brief description>

For DMCA notices, use the subject line:
  DMCA Notice -- BalanceNudge
