Software License Agreement

Software License Agreement ("Agreement") is made and effective this 28/10/2012 by and between VirtPanel ("Developer") and ("Licensee").

Developer has developed and licensed to users its software program marketed under the name VirtPanel (the "Software").

Licensee desires to utilize a copy of the Software.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:



1. License.
Developer hereby grants to Licensee a monthly, yearly or owned license to use the Software as set forth in this Agreement.


2. Restrictions.
Licensee shall not be modified, copied, duplicated, reproduced, licensed or sublicensed the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Virtpanel; provided that Licensee may use one copy of the Software.


3. Fee.
In consideration for the grant of the license and the use of the Software, Licensee agrees to pay VirtPanel a license fee and agree that we do not refund on our software licenses.


4. Warranty of Title.
VirtPanel hereby represents and warrants to Licensee that VirtPanel is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require VirtPanel or to either: i) procure, at VirtPanel's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach.


5. Warranty of Functionality.
Following purchase of the Software to Licensee (the "Warranty Period"), VirtPanel warrants that the Software shall perform in all material respects according to the VirtPanel's specifications concerning the Software when used with the appropriate dedicated servers. In the event of any breach or alleged breach of this warranty, Liscensee shall promptly notify VirtPanel. Liscensee's sole remedy shall be that VirtPanel shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Liscensor.


6. Software Maintenance.
A. Standard maintenance. VirtPanel shall provide to Licensee any new, corrected or enhanced version of the Software as created by VirtPanel. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software.


7. Payment.
Payment of the license fee shall be made upon order of the Software. Payment of any other amount owed by Licensee to VirtPanel pursuant to this Agreement shall be paid within thirty (30) days following invoice from VirtPanel. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from VirtPanel, then in addition to any other amount due, VirtPanel may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.


8. Warranty Disclaimer.
VIRTPANEL WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


9. Limitation of Liability.
VirtPanel shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether VirtPanel was advised of the possibility of such losses in advance. In no event shall VirtPanel's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.


10. Notice.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.


11. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws.


12. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of VirtPanel.


13. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified.


14. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.


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