Terms of Service

IMPORTANT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE PANELICA SOFTWARE OR SERVICES. BY ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE OR SERVICES.

1. Acceptance of Terms

1.1. These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Customer", "User", "you") and Panelica, LLC ("Panelica", "Company", "we", "us", "our") governing your access to and use of the Panelica server management software ("Software"), the license management portal at license.panelica.com ("Portal"), related APIs, documentation, updates, and all associated services (collectively, the "Services").

1.2. By creating an account, purchasing a license, installing the Software, or otherwise accessing the Services, you represent and warrant that: (a) you are at least 18 years of age or the age of majority in your jurisdiction; (b) you have the legal authority to enter into this Agreement; (c) if acting on behalf of an entity, you have the authority to bind that entity to these Terms; and (d) your use of the Services will comply with all applicable laws and regulations.

1.3. Panelica reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Portal at least thirty (30) days prior to taking effect. Your continued use of the Services after such notice constitutes acceptance of the modified Terms. If you do not agree with the changes, you must discontinue use of the Services before the effective date.

1.4. By checking the "I agree to the Terms of Service" checkbox during registration, you electronically sign this Agreement. This electronic signature has the same legal force as a handwritten signature. The date and version of the Terms you accepted are recorded in our systems.

2. Definitions

For the purposes of this Agreement:

• "Software" means the Panelica server management application, including all components, modules, libraries, executables, scripts, and associated files delivered or made available to Customer.
• "License" means the non-exclusive, non-transferable, revocable right granted to Customer to install and operate the Software on a single designated server, subject to the terms of the applicable plan.
• "License Key" means the unique alphanumeric identifier (format: PNLC-XXXX-XXXX-XXXX-XXXX) assigned to Customer for license activation and validation.
• "Server" means a single physical or virtual machine identified by a unique IP address to which the License is bound.
• "Plan" means the specific tier of service (e.g., Starter, Professional, Enterprise) selected and purchased by Customer, which determines available features, usage limits, and support level.
• "Updates" means patches, bug fixes, security updates, and version upgrades to the Software distributed through the Panelica update system.
• "Heartbeat" means the periodic communication between the Software and the Panelica license server for validation and status reporting.
• "Content" means any data, files, websites, databases, emails, or other material hosted on or managed through the Software by Customer or Customer's end users.
• "Reseller" means a Customer who has been approved by Panelica to resell licenses under the Panelica Reseller Program.
• "End User" means any individual or entity that accesses services hosted on a Server managed by the Software.
• "Beta Features" means any feature, module, or service labeled as "beta", "preview", "early access", "experimental", or similar designation.
• "Infrastructure" means the Panelica license validation servers, update distribution servers, API endpoints, and Portal collectively.

3. Account Registration & Security

3.1. Account Creation. To use the Services, you must create an account by providing accurate, complete, and current information including your legal name, valid email address, and (optionally) company details. You agree to promptly update your account information to keep it accurate.

3.2. Account Security. You are solely responsible for: (a) maintaining the confidentiality of your account credentials, including passwords and API keys; (b) all activities that occur under your account; (c) immediately notifying Panelica of any unauthorized access or security breach. Panelica shall not be liable for any loss or damage arising from your failure to maintain account security.

3.3. Two-Factor Authentication. Panelica strongly recommends enabling two-factor authentication (2FA) on your account. Panelica may require 2FA for certain operations or plan levels.

3.4. Account Sharing. Each account is for a single legal entity. You may not share, sell, transfer, or allow others to use your account credentials. Panelica reserves the right to terminate accounts involved in credential sharing.

3.5. Account Verification. Panelica may require email verification, identity verification, or additional documentation at any time to maintain the security and integrity of the Services.

4. License Grant & Restrictions

4.1. License Grant. Subject to your compliance with these Terms and payment of applicable fees, Panelica grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, access, and use the Software solely on the designated Server and in accordance with the features and limitations of your selected Plan.

4.2. License Binding. Each License is bound to a single Server identified by its IP address and hardware fingerprint. The Software validates this binding through cryptographic signature verification and periodic heartbeat checks. Transferring a License to a different Server requires prior authorization through the Portal or support, subject to applicable cooldown periods.

4.3. License Validation. The Software requires periodic online connectivity to the Panelica license server for validation. Failure to maintain connectivity will result in the Software entering a grace period (as defined by your Plan), after which functionality will be restricted. The Software will not delete, corrupt, or make inaccessible any Content hosted on the Server during grace period or restricted mode.

4.4. Restrictions. You shall NOT:

• (a) Copy, modify, adapt, translate, or create derivative works of the Software;
• (b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Software;
• (c) Circumvent, disable, or tamper with any license validation, heartbeat, IP binding, feature restriction, or other security mechanism of the Software;
• (d) Remove, alter, or obscure any proprietary notices, labels, watermarks, or branding in the Software;
• (e) Sublicense, rent, lease, lend, sell, resell, distribute, or otherwise transfer the Software or License to any third party, except through the authorized Panelica Reseller program;
• (f) Use the Software on more than the number of Servers authorized by your License;
• (g) Use the License Key on a server other than the designated bound Server without proper transfer authorization;
• (h) Attempt to use the Software after expiration or termination of your License;
• (i) Use the Software to develop a competing product or service;
• (j) Share, publish, or otherwise disclose License Keys, API credentials, or authentication tokens.

4.5. Consequences of Violation. Violation of any restriction in Section 4.4 constitutes a material breach of this Agreement and may result in immediate License termination without refund, account suspension, legal action, and/or a claim for damages.

5. Software & Intellectual Property

5.1. Ownership. The Software, including all code, architecture, design, documentation, trade secrets, algorithms, user interfaces, graphics, logos, trademarks, and related intellectual property, is and shall remain the exclusive property of Panelica, LLC. This Agreement does not convey any ownership rights in the Software. All rights not expressly granted herein are reserved by Panelica.

5.2. Third-Party Components. The Software may incorporate open-source or third-party components, each governed by their respective licenses. A list of such components and their licenses is available in the Software documentation. Nothing in this Agreement limits or overrides the applicable terms of such third-party licenses.

5.3. Feedback. If you provide suggestions, enhancement requests, ideas, or other feedback regarding the Software ("Feedback"), you grant Panelica an unrestricted, irrevocable, perpetual, royalty-free license to use, incorporate, and commercialize such Feedback without obligation to you.

5.4. Customer Content. You retain all ownership rights in your Content. Panelica does not claim any ownership interest in your Content and shall not access, use, or disclose your Content except as necessary to provide the Services or as required by law.

6. Payment & Billing

6.1. Fees. You agree to pay all fees associated with your selected Plan as displayed on the pricing page at the time of purchase or renewal. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified.

6.2. Payment Methods. Panelica accepts payment via credit/debit cards (processed securely through Stripe). You authorize Panelica to charge the selected payment method for all applicable fees.

6.3. Taxes. All fees are exclusive of applicable taxes (including VAT, GST, sales tax, and withholding tax). You are responsible for all taxes associated with your purchases. If Panelica is required to collect taxes on your behalf, such taxes will be added to your invoice.

6.4. Late Payment. Invoices not paid within fifteen (15) days of the due date are considered overdue. Panelica reserves the right to: (a) suspend the License until payment is received; (b) charge a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on overdue amounts; (c) refer unpaid accounts to a collection agency.

6.5. Price Changes. Panelica may modify pricing at any time. Price changes for existing subscriptions will take effect at the next renewal period. You will be notified of price changes at least thirty (30) days in advance.

6.6. Billing Disputes. You must notify Panelica in writing of any billing disputes within thirty (30) days of the invoice date. Failure to dispute within this period constitutes acceptance of the charges.

7. Refund Policy

7.1. Money-Back Guarantee. New purchases of monthly or yearly subscriptions are eligible for a full refund within thirty (30) days of the initial purchase date ("Refund Period"), provided that: (a) it is your first purchase of that Plan; (b) you have not violated these Terms; (c) the refund request is submitted through the Portal or via email to [email protected].

7.2. Non-Refundable Items. The following are NOT eligible for refunds: (a) renewal payments (only the initial purchase qualifies); (b) lifetime licenses after the 30-day Refund Period; (c) add-on services or custom development; (d) accounts terminated for Terms violations; (e) partial months of service.

7.3. Refund Processing. Approved refunds will be processed to the original payment method within ten (10) business days. Upon refund, your License will be immediately revoked, and you must cease using and uninstall the Software.

8. Subscription & Renewal

8.1. Auto-Renewal. Subscriptions (monthly and yearly) automatically renew at the end of each billing period unless cancelled by you at least five (5) days before the renewal date. You can manage your subscription through the Portal.

8.2. Cancellation. You may cancel your subscription at any time through the Portal. Cancellation takes effect at the end of the current billing period. You will retain access to the Software until the end of the paid period. No prorated refunds will be issued for unused time remaining in the current billing period.

8.3. Downgrade. You may downgrade your Plan at any time. Downgrades take effect at the next billing cycle. If your current usage exceeds the limits of the new Plan, you must reduce usage before the downgrade takes effect.

8.4. Lifetime Licenses. Lifetime licenses provide perpetual access to the Software version available at the time of purchase. Major version upgrades (e.g., v2.x to v3.x) may require a separate upgrade fee. Lifetime licenses include minor updates and security patches for the purchased major version indefinitely.

9. Service Level Agreement (SLA)

9.1. License Server Uptime. Panelica targets 99.9% uptime for the license validation and update distribution servers ("Infrastructure"). This excludes scheduled maintenance windows (communicated at least 48 hours in advance) and force majeure events.

9.2. Grace Period. In the event of Infrastructure unavailability, the Software is designed to continue operating normally during the configured grace period (default: 48 hours), ensuring that hosted Content remains accessible to end users regardless of license server connectivity.

9.3. Support Response Times. Support response times vary by Plan:

• Starter: Community support, best effort response within 72 hours;
• Professional: Priority email support within 24 hours;
• Enterprise: Dedicated support with initial response within 4 hours, 24/7 for critical issues.

9.4. No SLA for Software Performance. Panelica does not guarantee the performance, speed, or availability of the Software on your Server, as this depends on factors outside our control including server hardware, network configuration, and hosted Content.

9.5. SLA Credits. If Panelica fails to meet the 99.9% uptime target for the Infrastructure (license validation and update servers only) in a given calendar month, eligible Customers on paid Plans may request a service credit as follows:

• (a) 99.0% – 99.9% uptime: 10% credit of that month's fees;
• (b) 95.0% – 98.9% uptime: 25% credit of that month's fees;
• (c) Below 95.0% uptime: 50% credit of that month's fees.

9.6. SLA Credit Conditions. SLA credits are subject to the following conditions: (a) Customer must request the credit in writing within thirty (30) days of the downtime event; (b) credits are applied as account balance and are non-transferable and non-refundable; (c) maximum aggregate credits in any calendar month shall not exceed 50% of that month's fees; (d) credits do not apply to free plans, trial periods, or downtime caused by Customer's actions; (e) scheduled maintenance windows are excluded from uptime calculations; (f) SLA credits are the sole and exclusive remedy for any Infrastructure downtime.

10. Acceptable Use Policy

10.1. You agree to use the Software and Services only for lawful purposes and in accordance with these Terms. You shall NOT use or permit the use of the Software to:

• (a) Host, store, distribute, or transmit any malware, ransomware, spyware, adware, trojans, or other malicious code;
• (b) Conduct phishing attacks, fraud, identity theft, or other deceptive practices;
• (c) Send unsolicited bulk communications (spam) or facilitate the sending of spam;
• (d) Host content that promotes violence, terrorism, child exploitation, or human trafficking;
• (e) Infringe upon any intellectual property rights, trademarks, copyrights, or trade secrets of third parties;
• (f) Conduct or facilitate distributed denial-of-service (DDoS) attacks, port scanning, or other network attacks;
• (g) Mine cryptocurrency without explicit authorization from the server owner;
• (h) Violate any applicable local, national, or international law or regulation;
• (i) Interfere with, disrupt, or place an unreasonable load on the Panelica Infrastructure;
• (j) Attempt to gain unauthorized access to any Panelica systems, other customers' servers, or third-party systems.

10.2. Enforcement. Panelica reserves the right to investigate and take action against any suspected violation of this Acceptable Use Policy, including but not limited to: suspension or termination of the License, removal of Content, reporting to law enforcement, and pursuing legal remedies.

10.3. Customer Responsibility. You are responsible for the actions of your end users and any Content hosted through the Software. You must have appropriate terms of service and acceptable use policies in place for your own customers.

11. Data Responsibility & Backups

11.1. Customer Data Ownership. You are solely and exclusively responsible for all data, files, databases, emails, websites, configurations, and any other Content stored on or managed through your Server. Panelica does not host, store, access, or manage your Content in any way.

11.2. No Backup Guarantee. PANELICA DOES NOT PROVIDE, MAINTAIN, OR GUARANTEE ANY BACKUP SERVICES FOR YOUR DATA. The Software may include backup functionality as a convenience feature, but Panelica makes no representations or warranties regarding the completeness, accuracy, reliability, or availability of any backups created through the Software.

11.3. Customer Backup Obligation. You are solely responsible for implementing and maintaining an independent, comprehensive backup strategy for all data on your Server, including but not limited to: (a) regular automated backups to off-site or off-server storage; (b) periodic verification and testing of backup integrity; (c) maintaining multiple backup copies in geographically separate locations; (d) compliance with any data retention requirements applicable to your business.

11.4. Data Loss. PANELICA SHALL NOT BE LIABLE FOR ANY DATA LOSS, DATA CORRUPTION, OR INABILITY TO RECOVER DATA, REGARDLESS OF THE CAUSE, INCLUDING BUT NOT LIMITED TO: (a) hardware failure, software bugs, or system crashes; (b) security breaches, ransomware, or malicious attacks; (c) accidental deletion by Customer or Customer's end users; (d) Software updates, upgrades, or configuration changes; (e) natural disasters, power outages, or force majeure events; (f) actions by third-party service providers or hosting companies.

11.5. Data Migration. Upon termination or expiration of your License, Panelica shall have no obligation to assist with data migration. You are responsible for exporting and migrating your data before License expiration.

12. Security Standards & Compliance

12.1. Panelica Security Measures. Panelica implements commercially reasonable security measures to protect the Infrastructure, including but not limited to: (a) encryption of data in transit (TLS 1.2+) and at rest (AES-256); (b) cryptographic license token signing (Ed25519); (c) regular security assessments and vulnerability scanning; (d) access controls and audit logging; (e) secure software development practices.

12.2. No Security Guarantee. NOTWITHSTANDING THE SECURITY MEASURES DESCRIBED ABOVE, PANELICA DOES NOT WARRANT OR GUARANTEE THAT: (a) the Software or Infrastructure will be free from security vulnerabilities; (b) the Software will prevent unauthorized access to your Server; (c) your data will be secure from all threats; (d) the Software will comply with any specific security standard, framework, or certification (including but not limited to SOC 2, ISO 27001, PCI DSS, HIPAA, or FedRAMP).

12.3. Customer Security Responsibility. You are solely responsible for: (a) securing your Server's operating system, network, and firewall configuration; (b) keeping all server software (including the operating system, web server, database, and PHP) up to date with security patches; (c) implementing appropriate access controls for your end users; (d) monitoring your Server for security threats and unauthorized access; (e) compliance with all security regulations applicable to your business or industry.

12.4. Shared Responsibility Model. Security is a shared responsibility. Panelica is responsible for the security of the Infrastructure (license servers, update servers, Portal). You are responsible for the security of your Server, your Content, and your end users' data. Panelica has no visibility into or control over your Server's security posture.

13. Incident Response

13.1. Security Incident Notification. In the event of a confirmed security incident affecting the Panelica Infrastructure that results in unauthorized access to Customer account data (name, email, billing information), Panelica will: (a) notify affected Customers via email within seventy-two (72) hours of confirming the incident; (b) provide a description of the nature of the incident and the types of data affected; (c) describe the measures taken to address and mitigate the incident.

13.2. Scope of Notification. Panelica's notification obligation is limited to incidents affecting the Panelica Infrastructure and Customer account data stored on Panelica systems. Panelica has no obligation to notify you of security incidents occurring on your Server, as Panelica does not monitor, access, or have visibility into your Server.

13.3. Customer Incident Responsibility. You are solely responsible for: (a) detecting and responding to security incidents on your Server; (b) notifying your own end users of any data breaches affecting their data; (c) complying with all applicable data breach notification laws; (d) conducting forensic investigations on your Server.

13.4. Cooperation. In the event of a security incident affecting both parties, each party agrees to cooperate in good faith to investigate and mitigate the incident. However, Panelica shall not be required to provide forensic analysis, incident response services, or expert testimony for incidents occurring on your Server.

14. Disaster Recovery

14.1. No RTO/RPO Guarantee. Panelica does not guarantee any specific Recovery Time Objective (RTO) or Recovery Point Objective (RPO) for the Infrastructure or the Software. While Panelica maintains reasonable disaster recovery procedures for the Infrastructure, no specific recovery timeframes are promised or guaranteed.

14.2. Infrastructure Recovery. In the event of a disaster affecting the Panelica Infrastructure, Panelica will use commercially reasonable efforts to restore the license validation and update distribution services. During recovery, the Software's built-in grace period mechanism will allow continued operation on your Server.

14.3. Customer Disaster Recovery. You are solely responsible for: (a) maintaining your own disaster recovery plan for your Server and Content; (b) ensuring business continuity for services hosted on your Server; (c) maintaining redundant systems if uptime is critical to your business; (d) testing your disaster recovery procedures regularly.

14.4. No Liability for Disasters. Panelica shall not be liable for any losses, damages, or business interruption arising from disasters, outages, or service interruptions affecting either the Infrastructure or your Server, except as expressly provided in the SLA Credits section (Section 9.5).

15. Beta Features & Early Access

15.1. Beta Availability. Panelica may, from time to time, offer Beta Features to selected or all Customers. Participation in beta programs is voluntary and may be subject to additional terms.

15.2. As-Is Basis. BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. BETA FEATURES MAY CONTAIN BUGS, ERRORS, AND INCOMPATIBILITIES. PANELICA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, PERFORMANCE, OR COMPLETENESS OF BETA FEATURES.

15.3. No Obligation. Panelica is under no obligation to: (a) release Beta Features as general availability products; (b) continue offering Beta Features for any specific period; (c) provide support for Beta Features; (d) fix bugs or issues in Beta Features; (e) maintain backward compatibility for Beta Features.

15.4. Limitation of Liability for Beta. PANELICA'S LIABILITY FOR ANY DAMAGES ARISING FROM BETA FEATURES IS EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU USE BETA FEATURES AT YOUR OWN RISK. You acknowledge that Beta Features may cause data loss, system instability, or other adverse effects, and you agree to maintain adequate backups before using any Beta Features.

15.5. Feedback on Beta Features. By participating in a beta program, you agree that any feedback, suggestions, or reports you provide regarding Beta Features are subject to Section 5.3 (Feedback) of this Agreement.

16. Reseller Terms

16.1. Reseller Authorization. Resellers must be approved by Panelica through the Reseller Program application process. Reseller status may be revoked at any time at Panelica's sole discretion.

16.2. Reseller Responsibilities. Resellers are solely responsible for: (a) their relationship with their end customers; (b) providing first-line technical support to their end customers; (c) ensuring their end customers comply with these Terms; (d) billing, invoicing, and payment collection from their end customers; (e) all tax obligations related to resale transactions; (f) any claims, disputes, or liabilities arising from their end customers' use of the Software.

16.3. End Customer Terms. Resellers must ensure that their end customers agree to terms of service that are at least as protective of Panelica's interests as these Terms. Resellers may not grant their end customers any rights beyond those granted to the Reseller under this Agreement.

16.4. Reseller Indemnification. Resellers shall defend, indemnify, and hold harmless Panelica from and against any and all claims, damages, liabilities, costs, and expenses arising from or related to: (a) the Reseller's end customers' use of the Software; (b) the Reseller's marketing, sales practices, or representations; (c) any dispute between the Reseller and their end customers; (d) any breach of applicable consumer protection or resale laws.

16.5. Pricing and Discounts. Reseller pricing and discount structures are as agreed between Panelica and the Reseller and may be modified by Panelica with thirty (30) days' notice. Resellers may set their own retail prices to their end customers.

16.6. No Agency. Resellers are independent contractors and not agents, partners, or representatives of Panelica. Resellers shall not make any representations, warranties, or commitments on behalf of Panelica.

17. Anti-Piracy & License Enforcement

17.1. License Integrity. The Software incorporates technological measures to prevent unauthorized use, including but not limited to: cryptographic license validation, server fingerprinting, IP binding, periodic heartbeat verification, and feature-based access control.

17.2. Prohibited Activities. The following activities are strictly prohibited and constitute material breaches of this Agreement: (a) using nulled, cracked, pirated, or otherwise unauthorized copies of the Software; (b) distributing, sharing, or making available License Keys, activation codes, or authentication tokens to unauthorized parties; (c) developing, distributing, or using tools designed to circumvent the Software's license protection mechanisms; (d) operating the Software with a forged, modified, or stolen License Key; (e) cloning or duplicating a licensed Server to create unauthorized copies.

17.3. Enforcement Measures. Upon detection of unauthorized use, Panelica reserves the right to: (a) immediately revoke and disable the affected License without prior notice; (b) suspend or terminate the associated Customer account; (c) pursue legal action for damages, including statutory damages where available; (d) report the violation to relevant law enforcement authorities; (e) seek injunctive relief to prevent ongoing or future infringement.

17.4. Reporting Piracy. If you become aware of unauthorized use of the Software, you may report it to [email protected]. Panelica will investigate all credible reports.

17.5. Audit Rights. Panelica reserves the right to audit License usage through automated means (heartbeat data, license validation logs) to verify compliance with these Terms. Such audits are conducted through the normal operation of the Software and do not involve access to your Server or Content.

18. Export Control & Sanctions

18.1. Export Compliance. The Software and Services are subject to export control and sanctions laws and regulations of the United States and other applicable jurisdictions, including but not limited to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).

18.2. Customer Obligations. You represent and warrant that: (a) you are not located in, a national or resident of, or acting on behalf of any country or territory subject to comprehensive U.S. economic sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (b) you are not listed on any U.S. government restricted party list, including the Specially Designated Nationals (SDN) List, the Entity List, or the Denied Persons List; (c) you will not export, re-export, or transfer the Software to any prohibited country, entity, or person; (d) you will not use the Software for any purpose prohibited by applicable export control laws, including the development, design, manufacture, or production of weapons of mass destruction.

18.3. Termination for Sanctions Violations. Panelica may immediately terminate your License and account without notice or liability if Panelica determines or reasonably suspects that your use of the Software violates any applicable export control or sanctions laws.

18.4. Indemnification. You agree to indemnify Panelica against any fines, penalties, costs, or liabilities arising from your violation of applicable export control or sanctions laws in connection with your use of the Software.

19. Third-Party Services & Integrations

19.1. Third-Party Components. The Software may integrate with, rely upon, or interact with third-party services, APIs, libraries, and platforms, including but not limited to: payment processors (Stripe), email delivery services, DNS providers, SSL certificate authorities, operating system repositories, and web server software.

19.2. No Liability for Third Parties. PANELICA SHALL NOT BE LIABLE FOR ANY FAILURE, UNAVAILABILITY, ERROR, OR DEFICIENCY IN ANY THIRD-PARTY SERVICE, EVEN IF SUCH SERVICE IS INTEGRATED WITH OR REQUIRED BY THE SOFTWARE. Third-party services are governed by their own terms of service, privacy policies, and service level agreements, which are separate from this Agreement.

19.3. Third-Party Changes. Panelica is not responsible for changes made by third-party providers to their services, APIs, or pricing that may affect the functionality or availability of certain features in the Software. Panelica will make commercially reasonable efforts to update the Software to accommodate material third-party changes, but does not guarantee compatibility with all versions of third-party services.

19.4. Customer Integrations. If you integrate the Software with additional third-party services not provided or endorsed by Panelica, you do so at your own risk. Panelica shall not be liable for any issues arising from such custom integrations.

20. Data Protection & Privacy

20.1. Data We Collect. In connection with the Services, Panelica collects and processes: (a) account information (name, email, company); (b) billing information (processed by our payment providers; we do not store full credit card numbers); (c) license validation data (License Key, server IP, hardware fingerprint); (d) heartbeat data (server status, resource usage, version information); (e) support communications; (f) usage analytics of the Portal.

20.2. Data Processing. Panelica processes your data solely for the purposes of: (a) providing and maintaining the Services; (b) license validation and enforcement; (c) billing and payment processing; (d) customer support; (e) security monitoring and fraud prevention; (f) service improvement and analytics.

20.3. Customer Content. Panelica does NOT access, collect, store, or process the Content hosted on your Server through the Software. The Software operates locally on your Server. The only data transmitted to Panelica servers is license validation and heartbeat information as described above.

20.4. Data Security. Panelica implements industry-standard security measures including: cryptographic signing for license tokens, AES-256 encryption for sensitive data at rest, TLS 1.2+ for data in transit, access controls, audit logging, and regular security assessments.

20.5. Data Retention. Account data is retained for the duration of the active account plus twelve (12) months after termination. Heartbeat and validation logs are retained for ninety (90) days. Billing records are retained as required by applicable tax and accounting laws.

20.6. GDPR Compliance. For customers in the European Economic Area (EEA): (a) Panelica acts as a data controller for account and billing data; (b) you have the right to access, rectify, erase, restrict processing, and port your personal data; (c) you may exercise these rights by contacting [email protected]; (d) you have the right to lodge a complaint with your supervisory authority.

20.7. Third-Party Processors. Panelica may use third-party service providers for payment processing (Stripe), email delivery, and infrastructure hosting. These providers are bound by data processing agreements and are only authorized to process data as necessary to provide their services.

21. Warranty Disclaimer

21.1. THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

21.2. PANELICA DOES NOT WARRANT THAT: (A) THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE; (D) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; OR (E) THE SOFTWARE WILL BE COMPATIBLE WITH ALL HARDWARE OR SOFTWARE CONFIGURATIONS.

21.3. YOU ACKNOWLEDGE THAT THE SOFTWARE MANAGES SERVER INFRASTRUCTURE AND THAT PANELICA IS NOT RESPONSIBLE FOR DATA LOSS, SERVER DOWNTIME, SECURITY BREACHES, OR OTHER INCIDENTS THAT MAY OCCUR ON YOUR SERVER, REGARDLESS OF WHETHER THE SOFTWARE WAS INVOLVED.

21.4. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PANELICA SPECIFICALLY DISCLAIMS ANY WARRANTY OR RESPONSIBILITY FOR: (A) THE SECURITY OF YOUR SERVER, INCLUDING UNAUTHORIZED ACCESS, HACKING, MALWARE INFECTIONS, OR DATA BREACHES; (B) LOSS OF DATA DUE TO HARDWARE FAILURE, SOFTWARE BUGS, USER ERROR, OR ANY OTHER CAUSE; (C) SERVER DOWNTIME OR UNAVAILABILITY, WHETHER CAUSED BY THE SOFTWARE, THIRD-PARTY SERVICES, OR OTHER FACTORS; (D) FINANCIAL LOSSES, BUSINESS INTERRUPTION, OR REPUTATIONAL DAMAGE ARISING FROM THE USE OF THE SOFTWARE; (E) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AUTOMATED OPERATIONS PERFORMED BY THE SOFTWARE, INCLUDING BUT NOT LIMITED TO BACKUPS, UPDATES, AND SECURITY CONFIGURATIONS.

21.5. Any advice, recommendations, or information provided by Panelica, whether oral or written, does not create any warranty not expressly stated in this Agreement.

22. Limitation of Liability

22.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PANELICA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY:

• (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• (b) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR ANTICIPATED SAVINGS;
• (c) LOSS OF DATA OR DATA CORRUPTION;
• (d) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• (e) BUSINESS INTERRUPTION OR DOWNTIME;
• (f) ANY CLAIM BY THIRD PARTIES;
• (g) LOSS OF CUSTOMERS, CONTRACTS, OR BUSINESS OPPORTUNITIES;
• (h) SECURITY BREACHES, UNAUTHORIZED ACCESS, OR DATA THEFT ON YOUR SERVER;
• (i) COSTS OF DISASTER RECOVERY, DATA RESTORATION, OR SYSTEM REBUILDING;

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF PANELICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.2. Aggregate Liability Cap. PANELICA'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO PANELICA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00). THIS LIMITATION APPLIES REGARDLESS OF WHETHER PANELICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

22.3. Essential Basis. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 22 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. PANELICA WOULD NOT PROVIDE THE SOFTWARE OR SERVICES WITHOUT THESE LIMITATIONS. THE PARTIES ACKNOWLEDGE THAT THE PRICING OF THE SOFTWARE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT.

22.4. The limitations in this Section 22 apply regardless of whether the limited remedies specified in this Agreement fail of their essential purpose, and shall survive the termination or expiration of this Agreement.

23. Indemnification

23.1. Your Indemnification Obligations. You agree to defend, indemnify, and hold harmless Panelica and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising from or related to:

• (a) Your use or misuse of the Software or Services;
• (b) Your violation of these Terms or any applicable law;
• (c) Content hosted on your Server through the Software;
• (d) Your violation of the rights of any third party, including intellectual property, privacy, or publicity rights;
• (e) Your end users' actions, Content, or claims;
• (f) Any unauthorized use of the Software under your account;
• (g) Any claim that Content hosted on your Server infringes the intellectual property or other rights of a third party;
• (h) Security breaches, data loss, or unauthorized access occurring on your Server;
• (i) Your failure to comply with applicable data protection, privacy, or security laws;
• (j) Any claims by your end users relating to services you provide using the Software;
• (k) Your violation of export control or sanctions laws as described in Section 18.

23.2. Procedure. Panelica will promptly notify you of any such claim and will provide reasonable cooperation (at your expense) in the defense. Panelica reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification. You shall not settle any claim without Panelica's prior written consent.

23.3. Survival. Your indemnification obligations under this Section 23 shall survive the termination or expiration of this Agreement for a period of three (3) years.

24. Termination

24.1. Termination by You. You may terminate this Agreement at any time by cancelling your subscription through the Portal and ceasing all use of the Software. No refund will be issued for unused time in the current billing period.

24.2. Termination by Panelica. Panelica may suspend or terminate your License and/or account, with or without notice, if: (a) you breach any provision of these Terms; (b) you fail to pay fees when due; (c) you engage in fraudulent, abusive, or illegal activity; (d) continued provision of the Services to you would violate applicable law; (e) you become subject to bankruptcy, insolvency, or similar proceedings.

24.3. Effect of Termination. Upon termination: (a) all rights and licenses granted to you under this Agreement immediately cease; (b) you must uninstall and cease all use of the Software within seven (7) days; (c) Panelica will revoke your License Key; (d) you remain liable for all fees incurred prior to termination; (e) Sections 5, 11, 12, 13, 14, 17, 18, 21, 22, 23, 27, and 28 survive termination.

24.4. Data After Termination. The Software is designed so that termination or License expiration does NOT delete, corrupt, or render inaccessible any Content on your Server. Existing websites, databases, emails, and files will remain intact and accessible. You will, however, lose the ability to manage such Content through the Software and will not receive further updates.

25. DMCA & Copyright Claims

25.1. Panelica respects intellectual property rights and expects its customers to do the same. If you believe that Content hosted on a server running Panelica software infringes your copyright, please note that Panelica does not host, control, or have access to Content on customer servers.

25.2. Copyright complaints regarding Content on customer servers should be directed to the server operator (the Panelica customer). If you believe a Panelica customer is using the Software to repeatedly infringe copyrights, you may report it to [email protected] with:

• (a) Identification of the copyrighted work;
• (b) Identification of the allegedly infringing Content and its location;
• (c) Your contact information;
• (d) A statement of good faith belief that the use is unauthorized;
• (e) A statement under penalty of perjury that the information is accurate;
• (f) Your physical or electronic signature.

25.3. Panelica reserves the right to terminate the License of customers who are found to be repeat infringers.

26. Force Majeure

26.1. Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, government actions or orders, power or telecommunications failures, cyber-attacks targeting infrastructure providers, and failures of third-party hosting or cloud providers (collectively, "Force Majeure Events").

26.2. The affected party shall: (a) provide prompt notice to the other party; (b) use commercially reasonable efforts to mitigate the impact; (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

27. Governing Law & Dispute Resolution

27.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

27.2. Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, that cannot be resolved through good-faith negotiation within thirty (30) days, shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The seat of arbitration shall be Wilmington, Delaware, United States. The language of arbitration shall be English. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

27.3. Arbitration Limitations. (a) The arbitrator shall have no authority to award punitive or exemplary damages except where required by statute; (b) the arbitrator shall apply the substantive law of the State of Delaware; (c) each party shall bear its own costs of arbitration unless the arbitrator determines otherwise; (d) the arbitration proceedings and any award shall be confidential.

27.4. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PANELICA EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST PANELICA. If a court or arbitrator determines that this class action waiver is unenforceable, then this entire arbitration provision shall be null and void with respect to such claim, and the dispute shall be resolved in the courts specified in Section 27.5.

27.5. Court Jurisdiction. For any disputes not subject to arbitration (including claims for injunctive relief), the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, United States.

27.6. Injunctive Relief. Notwithstanding the foregoing, Panelica may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Panelica's intellectual property rights.

27.7. Small Claims Exception. Either party may bring an individual action in small claims court for disputes within the jurisdiction of such court, provided the action is not removed or transferred to a different court.

28. General Provisions

28.1. Entire Agreement. This Agreement, together with any applicable order form, invoice, or addendum, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether oral or written.

28.2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

28.3. Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof. A waiver of any breach shall not constitute a waiver of any subsequent breach.

28.4. Assignment. You may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Panelica. Panelica may assign this Agreement freely in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

28.5. Notices. All notices under this Agreement shall be in writing and shall be deemed delivered: (a) when sent via email to the email address on file for your account (from Panelica); or (b) when sent via email to [email protected] (to Panelica).

28.6. Independent Contractors. The relationship between you and Panelica is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

28.7. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

28.8. Language. This Agreement is drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

28.9. Headings. Section headings are for reference purposes only and shall not affect the interpretation of this Agreement.

28.10. Counterparts. This Agreement may be accepted electronically and such electronic acceptance shall have the same legal force as an original signature.

29. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us: