XPanel Licensing Agreement

The following are the terms and conditions upon which XPanel, LLC. ("XPanel") will license you ("you" or the "Client") to use certain software created by and belonging to XPanel, pursuant to the terms and conditions of this Software License Agreement (the "License").

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

UPON ACCEPTANCE OF YOUR ORDER BY XPanel, YOU BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD PRESS THE "I DON'T AGREE" BUTTON TO CANCEL FURTHER PROCESSING OF YOUR ORDER.

The software you select in your purchase order will be referred to in this License as the "Licensed Software".

1. LICENSE
XPanel grants to the Client a limited non-exclusive License to install the Licensed Software on a single computer. The data generated by the Licensed Software may be stored or made available on more than one computer, but this License does not allow the Licensed Software to be run on or be executed by more than one computer. To allow the Licensed Software to be run on or be executed by more than one computer, the Client must acquire and dedicate a License for each separate computer which runs or executes the Licensed Software.
XPanel also grants to the Client the right to reproduce the manuals and other documents relating to the installation and use of the Licensed Software (the "Documentation") only as required for the Client's authorized use of the Licensed Software.
This License is conditional upon the Client paying all applicable license fees and respecting the terms hereof.

2. OWNERSHIP AND LIMITS TO USE
The Licensed Software and the Documentation remain at all times the sole and exclusive property of XPanel. In order to protect the rights of XPanel, the Client undertakes to comply with the following:
(a) The Client shall not reproduce the Licensed Software beyond the number of permitted copies, nor shall the Client reproduce, distribute, transmit or provide access to the Licensed Software to or for the benefit of a third party;
(b) The Client shall not sublicense, loan, sell, or otherwise transfer all or part of the Licensed Software or Documentation or any interest therein to or for the benefit of a third party;
(c) The Client shall not remove, alter or obliterate any copyright notices found in the Licensed Software or its source code; and
(d) The Client shall ensure that its personnel, including any consultants, comply with all of the terms and conditions of this License and shall be liable for any breaches thereof.

3. MINIMUM CONFIGURATION
The Client is responsible for ensuring that the computer systems onto which the Licensed Software is installed meet the minimal requirements prescribed from time to time by XPanel.

4. TECHNICAL SUPPORT AND UPGRADES
XPanel will make available to the Client, free of charge, upgrades of the Licensed Software and support via email and/or support forums provided by XPanel. Support will be limited to a period of one month from the date of the order for the Licensed Software. After one month, continuation of support will be contingent upon yearly payment of a yearly fee of 30% of the then prevailing price of a License for the Licensed Software ("Support Fee"). The Support Fee is payable in full prior to the expiration of the then current support period. If you fail to pay the Support Fee, you may still use the Licensed Software as stipulated in this License, but support will be billed at XPanel's hourly rate then in effect for consulting services, and upgrades will be subject to a new license at the then prevailing price.
Should support be required as a result of the Licensed Software ceasing to function as a result of a modification, adaptation or addition to the Licensed Software made by the Client or on its behalf, XPanel will invoice the Client for all time spent to identify such malfunction and to carry out any remedial work at XPanel's hourly rate then in effect for consulting services.

5. LIMITATION OF LIABILITY
THE LICENSED SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO THE CLIENT AS IS. EXCEPT AS EXPRESSLY STIPULATED HEREIN, XPanel MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS WHICH MAY BE OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE,AND DOCUMENTATION, INCLUDING WITH RESPECT TO OR TECHNICAL SUPPORT AND UPGRADE. XPanel EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XPanel SHALL IN NO EVENT BE LIABLE TO THE CLIENT UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OR ALTERATION OF DATA, INTERRUPTION OF BUSINESS AND/OR LOSS OF EMPLOYEE WORK TIME. IN ANY EVENT, THE TOTAL LIABILITY OF XPanel SHALL NOT EXCEED THE AGGREGATE PAYMENTS RECEIVED BY XPanel HEREUNDER.
This disclaimer applies without limitation regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such damages are or were foreseeable.

6. INSTALLATION AND USE OF LICENSED SOFTWARE
The Client shall follow the instructions found in the Documentation relating to the proper installation and use of the Licensed Software.

7. IMPROVEMENTS AND MODIFICATIONS TO THE LICENSED SOFTWARE
The Client may modify, adapt and create improvements to the Licensed Software as it deems appropriate solely for its own purposes (the "Improvements"). The Client acknowledges that the exercise of such right does not confer upon it any right of ownership in the Licensed Software or any right to provide, license, assign, sell or lease to third parties such modified, adapted or improved version of the Licensed Software, or the Improvements independently of the Licensed Software. The Client may communicate all or part of the Improvements to XPanel as it deems appropriate, thereby automatically granting to XPanel a perpetual royalty-free license to copy, distribute, communicate to the public, modify and adapt such Improvements, and to sub-license others to use such Improvements, which license will survive the expiration or termination of this License.
XPanel shall be under no obligation to integrate into the Licensed Software any material provided by the Client under this clause.

8. CONFIDENTIALITY
The Client acknowledges that all information relating to the Licensed Software that it has obtained or shall obtain, including the source code of the Licensed Software, are of a confidential nature and are trade secrets exclusively owned by XPanel.
The Client expressly undertakes to use the information relating to the Licensed Software it receives in conformity with this License and to hold such information in confidence without disclosing it to any third party during the term of this License and at all times subsequent to its termination or expiration for whatever reason. The Client shall not use the information relating to the Licensed Software for the benefit of third parties or to provide consulting services to third parties.

9. NON TRANSFERABILITY
Neither this License nor any rights or licenses granted hereunder may be assigned, transferred, delegated, sublicensed or time shared without the prior written consent of XPanel. Any such assignment, transfer, delegation, sublicense or time sharing in breach of this undertaking is void and results in the immediate termination of this License.

10. REFUND POLICY
Since XPanel, LLC. is offering non-tangible irrevocable goods we do not issue refunds, which you are responsible for understanding upon purchasing any article at our site.

11. TERMINATION
XPanel shall have the right to terminate this License immediately without notice in the event that:
a) the Client breaches any of the terms and conditions of this License or refuses or neglects to pay the applicable license fees when they fall due; or
b) the Client files a petition in bankruptcy or for the appointment of a receiver, or if an involuntary petition in bankruptcy is filed against the Client and said petition is not discharged within thirty (30) days, or if the Client becomes insolvent or makes a general assignment for the benefit of its creditors, or if the business or property of the Client comes into the possession of its creditors or of a governmental agency or of a receiver.
The Client undertakes in the event of termination of this License to immediately cease any and all use of the Licensed Software, to deliver up to XPanel the Licensed Software and the Documentation, and to destroy any copies made.

12. ENTIRE LICENSE
All prior proposals, understandings, and/or agreements between the parties that relate to the subject matter of this License are hereby superseded and merged into this License. This License may not be modified or altered except in writing.

13. GOVERNING LAW
This License, its construction, performance, scope, validity and effects are governed and shall be construed in accordance with the laws applicable and in force in the Chisinau, MD.

14. VENUE
The parties agree, for any claim or judicial proceedings for whatever reason relating to this License, to designate and hereby designate the courts of the judicial district of Chisinau, MD, as the appropriate venue for the hearing of any such claims or judicial proceedings, to the exclusion of any other courts, judicial district or jurisdiction that may have the right to hear such dispute.

15. LANGUAGE
The parties hereby confirm that they each require that this License and all documents and notices in connection therewith be drawn up in English.

By submitting your order, you acknowledge having read this license and agree to be bound thereby.