These Terms govern the Agreement between the Licensee and 7SecondSolar.
This Agreement constitutes the whole agreement between the Parties and supersedes all prior verbal or written agreements or understandings or representations by or between the Parties regarding the subject matter of this Agreement.
7SecondSolar reserves the right, at its sole discretion, to discontinue, modify, or terminate access to the AUTOPV software or to amend this Agreement at any time.
LICENSE GRANT
7SecondSolar hereby grants to the Licensee a limited, non-transferable, non-exclusive, non-sublicensable license solely for the purposes of using the AUTOPV software as provided in this Agreement for the duration of the trial period.
The Licensee’s right to use of the AUTOPV software during the trial shall be restricted to such period and in such manner as 7SecondSolar may specify, and technological restrictions may be applied to the software to enforce the restrictions.
7SecondSolar may, without penalty or charge, terminate, suspend, or restrict the Licensee’s license to use the AUTOPV software or revoke any unused tokens at any time, with or without notice, and for any reason.
TOKENS
7SecondSolar will provide the Licensee with a fixed amount of in-app tokens at no charge during the trial period.
These tokens are intended for use exclusively within the AUTOPV software for testing purposes. They have no monetary value, cannot be exchanged for cash, and cannot be used outside of the AUTOPV application.
7SecondSolar reserves the right to add additional tokens to the Licensee’s account at its discretion, as needed or desired.
CONFIDENTIALITY
Neither party shall disclose confidential information relating to the other party or this agreement without the prior written consent of the other party.
Confidential information disclosed shall only be used for purposes of this agreement and then on a need-to-know basis.
The obligations of confidentiality above shall not apply:
12.1 To any portion of Confidential Information where the Recipient can demonstrate that the Confidential Information concerned is or has become publicly known through no fault of the Recipient, its employees, agents, and subcontractors.
12.2 Is lawfully received from an independent third party without any restriction and without any obligation of confidentiality.
12.3 Is already known to the Recipient with no obligation of confidentiality at the date it was disclosed by or obtained from the Disclosing Party.
12.4 Is disclosed without restriction by the Disclosing Party to any third party; or is required to be divulged by law, regulation, or rules.
7SecondSolar shall have the right to use all information provided by the Licensee under this agreement to further the development of its own software and Services in any way it sees fit, subject to the Confidentiality clauses under this Agreement. The Licensee will have no right, title, or interest in any further development of the software and Services.
The Licensee hereby grants 7SecondSolar the right to use the name and logo/service marks of the Licensee as a reference in its marketing and other promotional materials.
7SecondSolar agrees to keep all comments, findings, and discussions between the Licensee and 7SecondSolar regarding the AUTOPV software confidential. The Licensee shall not disclose, share, or discuss any such information with third parties without the prior written consent of 7SecondSolar.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the law of South Africa.
Each party will be responsible for its own compliance with applicable law, as well as all legal requirements related to:
(a) use of the AUTOPV Software,
(b) Trade Controls, and
(c) disclosure of data and Personal Information.
PRIVACY & PROTECTION OF PERSONAL INFORMATION
7SecondSolar places a high premium on the privacy of Personal Information of our employees, Licensees, affiliates, service providers, and any third party with whom we engage or contract with.
Processing of Personal Information is subject to the 7SecondSolar Privacy Notice and the applicable Data and Privacy Protection Laws and Regulations.
Each Party hereby authorizes the other Party to Process Personal Information shared by a Party (and/or its affiliates where applicable), for purposes of this Agreement, the business purpose, and/or any legitimate purpose allowed for in law.
Where a Party is not the owner of the Personal Information, the Party sharing such Personal Information warrants that it has obtained the required consent of the owner or the relevant competent person or alternatively has established lawful justification for Processing such Personal Information in connection with this Agreement.
The Parties indemnify and hold one another harmless against any damage, harm, or loss suffered in consequence of a failure of this warranty.
LIABILITY OF 7SECONDSOLAR
7SecondSolar shall not be held liable for any direct or indirect damage, including loss of profits or other incidental or consequential damages arising as a result of Licensee’s use of the AUTOPV Software, its unavailability, or any error or faults in the AUTOPV Software.
The AUTOPV Software are provided as-is without any warranties of title, non-infringement, merchantability, or fitness of purpose.
The exclusions of liability shall not apply to the extent that any liabilities arise out of acts, omissions, or misrepresentations which are criminal, dishonest, or fraudulent on the part of 7SecondSolar.
LICENSEE’S OBLIGATIONS
The Licensee agrees to provide feedback on their user experience, including but not limited to product performance, bugs, and recommendations for improvement. 7SecondSolar will determine the timing, format, and method for providing this feedback. This feedback will be used solely for the purpose of improving the AUTOPV software and will be considered confidential.
The Licensee warrants that it will not misuse the AUTOPV Software and adhere to any guidelines, rules, or terms applicable to use of the AUTOPV Software.
The Licensee acknowledges and agrees that the Licensee will not reverse engineer, reproduce, distribute, publicly display, or make modifications to the AUTOPV Software; or interfere with or circumvent any feature of the AUTOPV Software, including any security-related or access control mechanism or feature.
The Licensee represents and warrants that they have obtained all of the rights, including intellectual property rights, subsisting in the Licensee data and information submitted and have the right to provide the data and information.
The Licensee will be solely responsible and liable for the maintenance and backup of all data and the Licensee will be responsible for any usage or breach of any data rule, regulation, or restriction, including but not limited to any General Data Protection Regulations (GDPR) restriction.
The Licensee alone shall be responsible for the adequacy and accuracy of data and information furnished for processing and any use made by Licensee of the output of the AUTOPV Software or any reliance thereon by Licensee or users of Licensee products shall be at its own risk. The use of AUTOPV Software is not intended to replace the professional judgment and skills of the Licensee and its advisors.
The Licensee assumes all risks and liability for results obtained by the implementation and/or use of the reports and the designs developed by Licensee that are in any way influenced by the use of the AUTOPV Software, whether such reports and designs are used singly or in combination with other reports, designs, or products. The Licensee shall protect, indemnify, hold harmless, and defend 7SecondSolar from any loss, cost, damage, or expense, including attorneys’ fees and cost of Counsel, arising from any claim asserted against 7SecondSolar that is in any way associated with the matters set forth in this Agreement.
The Licensee shall indemnify 7SecondSolar against each and every liability which 7SecondSolar may incur to any other person whatsoever and against the adverse effects of all claims, including claims by third parties, to the extent that the same may arise as a result of the Licensee's breach of its obligations, delict, warranty, or otherwise.
INTELLECTUAL PROPERTY RIGHTS
7SecondSolar warrants that, to the best of its knowledge, the AUTOPV Software do not infringe upon or violate any Intellectual Property Rights of any third party.
The Licensee acknowledges that any and all of the Intellectual Property Rights used or embodied in or in connection with the AUTOPV Software are and will remain the sole property of 7SecondSolar.
No title to or ownership in the AUTOPV Software is transferred to the Licensee. Title to and all applicable rights in patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the AUTOPV Software shall remain in 7SecondSolar. The AUTOPV Software provided hereunder, including the ideas, concepts, know-how, and technology contained therein, is proprietary and confidential to 7SecondSolar and contains trade secrets.
FORCE MAJEURE
Should 7SecondSolar be prevented from fulfilling any of its obligations in terms of this Agreement or reasonably consider any of its employees or agents as being under actual or perceived threat of harm or injury as a result of any act of God, war, fire, national declared pandemic, community uprising, flood, legislation, insurrection, sanctions, or any economic or other cause beyond the reasonable control of 7SecondSolar, 7SecondSolar will give written notice thereof to the Licensee specifying the incident. Performance of any such obligations will be suspended from the date on which notice is given until the date on which notice is given of resolution of the incident.
PROHIBITED PRACTICES
The Parties agree that the following actions shall be regarded as prohibited practices and in the event of one of Parties committing one of these actions, the other Party shall be entitled to terminate this agreement with immediate effect:
i. A corrupt practice is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.
ii. A fraudulent practice is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.
iii. A coercive practice is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.
iv. A collusive practice is an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party.
CONTRACTING PARTIES' RELATIONSHIP
None of the Parties have authority to bind the other in any way without the other's written consent.
SEVERABILITY
In the event that any of the terms of this Agreement are found to be invalid, unlawful, or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.
ASSIGNMENT, CESSION AND DELEGATION
The Licensee shall not be entitled to assign, cede, delegate, or transfer any rights, obligations, share, or interest acquired in terms of this Agreement, in whole or in part, to any other party or person without the prior written consent of 7SecondSolar.