• End User License Agreement (EULA)

This End User License Agreement (“Agreement”) is a binding agreement between MPANEL TECH LIMITED. (and its affiliates, the “Licensor”) and you (“Licensee,” “you,” or “your”).

Licensor provides the software and software updates under the terms and conditions of this Agreement, and only if Licensee accepts and complies with these terms. By downloading and using the software, you:
(a) Accept this Agreement and agree to be legally bound by its terms; and
(b) Represent and warrant that:
 (i) You are at least 18 years old or have the legal capacity to enter into a binding agreement;
 (ii) If the Licensee is a company, governmental organization, or other legal entity, you have the right, power, and authority to enter into this Agreement on behalf of the Licensee and bind the Licensee to its terms.

If you do not agree to the terms of this Agreement, Licensor will not and does not license the software to you, and you must not download or install the software.
The software is available for download at:
https://www.vsdinside.com/pages/download
This Agreement expressly excludes any rights to use software that Licensee has not lawfully obtained or that is not a legitimate, authorized copy of Licensor’s software.

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:
* Intellectual Property Rights: Any and all registered and unregistered rights, including but not limited to patents, copyrights, trademarks, trade secrets, database rights, or other intellectual property rights, and all similar or equivalent rights worldwide.
* Person/Entity: An individual, corporation, partnership, joint venture, limited liability company, government authority, unincorporated organization, trust, association, or other entity.
* Software: The software programs available at https://www.vsdinside.com/pages/download.
* Term: As set forth in Section 8.
* Third Party: Any Person other than Licensee or Licensor.

2. License Grant and Scope

Subject to Licensee’s strict compliance with all terms of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term, solely for Licensee’s use of the Software, in accordance with Section 4 and other limitations in this Agreement.

This license permits Licensee to install the Software correctly and use it for personal purposes only.

3. Third-Party Materials

Licensee may have access to software, content, data, or other materials, including documentation, provided by third parties and governed by terms that may differ from this Agreement (“Third-Party Materials”).

You agree to use Third-Party Materials at your own risk. Licensor is not responsible for examining or verifying the accuracy or content of any Third-Party Materials and shall have no liability.

Licensee shall not use Third-Party Materials in any way that violates this Agreement or infringes the intellectual property rights of Licensor or any third party. References to “Software” in this Agreement include Third-Party Materials. Licensee must comply with all third-party license terms. Any violation of a third-party license constitutes a violation of this Agreement.

Licensor reserves the right to modify, suspend, remove, or restrict access to Third-Party Materials at any time without notice.

4. Use Restrictions

Licensee shall not, directly or indirectly:
(a) Use the Software beyond the scope of the license granted in Section 2;
(b) Provide access to or use of the Software to any other person or entity, except as expressly permitted in Section 2;
(c) Modify, translate, adapt, or create derivative works or improvements of the Software;
(d) Combine the Software with other programs or incorporate it into other programs;
(e) Reverse engineer, decompile, decode, or attempt to access the source code of the Software;
(f) Remove or alter any trademark, copyright, patent, or other intellectual property notices;
(g) Copy the Software, in whole or in part, except as expressly permitted in Section 2;
(h) Rent, sell, lease, sublicense, assign, distribute, or otherwise make the Software available to any third party, including via network, cloud, VPN, SaaS, or similar services;
(i) Use the Software in hazardous environments or systems;
(j) Use the Software in violation of any law, regulation, or rule;
(k) Use the Software for competitive analysis, developing competing products, or to the Licensor’s commercial disadvantage;
(l) Distribute the Software over a network for multiple simultaneous users.

5. Responsibility for Software Use

Licensee is responsible and liable for all uses of the Software provided through access it grants, directly or indirectly, including to others, whether permitted or in violation of this Agreement.

6. Compliance Measures

(a) The Software may contain copy protection or security features to prevent unauthorized use. Licensee shall not attempt to remove, bypass, or disable such features.
(b) Data Collection and Use: Licensor may collect technical data about your device, system, applications, and peripherals to provide updates, support, and related services. Such data is used in a non-personally identifiable form.

7. Intellectual Property

Licensee acknowledges that the Software is licensed, not sold. Licensor and its licensors retain all rights, title, and interest in the Software and related intellectual property. Licensee shall protect the Software from infringement or unauthorized use and notify Licensor promptly of any infringement.

8. Term and Termination

(a) This Agreement and the license remain in effect until terminated by either party (the “Term”).
(b) Licensee may terminate by ceasing use and destroying all copies of the Software.
(c) Upon expiration or termination, the license automatically ends, and Licensee must destroy all copies. Failure to comply with any terms results in automatic termination of rights.
(d) Licensor makes no warranties regarding third-party materials; the Software is provided “as-is” without guarantees.

9. Limitation of Liability

(a) To the fullest extent permitted by law, Licensor and its affiliates shall not be liable for any damages, including loss of revenue, data, service interruption, system failure, or other losses arising from Software use.
(b) Licensor’s total aggregate liability under this Agreement shall not exceed $50.
(c) These limitations apply even if remedies fail of their essential purpose.

10. Export Regulations

The Software may be subject to export control laws in China and other countries. Licensee shall not export, re-export, or make the Software available to prohibited jurisdictions and shall comply with all applicable laws and approvals.

11. Miscellaneous

(a) This Agreement is governed by the laws of Hong Kong, without regard to conflict of law principles. Disputes shall be submitted to competent Hong Kong’s courts.
(b) Licensor is not responsible for delays or failures due to force majeure or circumstances beyond reasonable control.
(c) All notices shall be sent in writing to:
MPANEL TECH LIMITED.
(d) This Agreement constitutes the entire agreement between the parties.
(e) Licensee may not assign rights or delegate obligations without Licensor’s prior written consent.
(f) This Agreement benefits the parties and permitted successors only; no third-party rights are conferred.
(g) Amendments must be in writing and signed by both parties.
(h) Invalidity of any provision does not affect others.
(i) Words like “including” or “or” are non-exclusive.
(j) Section headings are for reference only.