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AGREEMENT

These Terms govern the Agreement between the Subscriber (“Licensee”) and 7SecondSolar. This Agreement constitutes the entire understanding between the Parties and supersedes all prior verbal or written agreements, understandings, or representations regarding the subject matter hereof.

7SecondSolar reserves the right, at its sole discretion, to modify, suspend, or terminate access to the AUTOPV software or to amend this Agreement at any time.

LICENSE GRANT

7SecondSolar hereby grants the Licensee a limited, non-transferable, non-exclusive, non-sublicensable license to use the AUTOPV software under an active subscription for the duration of the subscription term.

Under the subscription model:

  • The Licensee is entitled to unlimited access to basic and concept-level solar PV designs within the AUTOPV platform.
  • Access to full project functionality (including detailed engineering data and export capabilities) requires the purchase and allocation of Project Capacity.

Technological restrictions may be applied to enforce these usage limitations. 7SecondSolar may, at any time and without penalty, restrict, suspend, or revoke access or revoke unused Project Capacity for any reason, including breach of this Agreement.

SUBSCRIPTION & PROJECT CAPACITY

Subscription Access

The Licensee’s active subscription provides ongoing access to the AUTOPV platform, enabling unlimited creation of basic and concept-level solar PV design layouts and related outputs and data.

Subscriptions are seat-based, with each seat granting access to a single active user account at any given time.

Seats may be reassigned between users within the Licensee’s organisation as operational needs require, provided that each seat is used by only one user at a time.

Subscription terms may be monthly, quarterly, or annual, as selected by the Licensee at the time of purchase or renewal.

7SecondSolar may, at its discretion, provide limited-period promotional access or temporary trial seats to the AUTOPV platform. Such access may include partial or restricted functionality and may be withdrawn at any time without prior notice.

Access and functionality under the subscription remain active only for the duration of the paid or promotional term.

Project Capacity Purchase

Full access to detailed design functionality (including technical reports, data export, and comprehensive engineering deliverables) requires the purchase of Project Capacity, measured in Megawatts DC (MWdc).

Project Capacity may be purchased in bulk and held in the Licensee’s capacity pool.

The Licensee may allocate portions of this capacity to individual projects within AUTOPV.

The Project Capacity consumed by a project is determined by the highest DC capacity value for which the AUTOPV platform generates complete design outputs, reports, or exports. Any increase in a project’s DC capacity beyond that value will require the allocation of additional Project Capacity.

Unused capacity from projects can be returned to the Licensee’s capacity pool for reuse on future projects.

Expiration and Validity

Purchased Project Capacity does not expire and will remain available in the Licensee’s account indefinitely.

If the Licensee’s subscription lapses or is terminated, access to full project functionality (including the use of Project Capacity for editing, exporting, or generating outputs) will be unavailable. During this period, the Licensee will retain view-only access to previously created projects and associated capacity allocations.

Upon renewal or reinstatement of the subscription, all previously purchased and unused Project Capacity will automatically be restored and become fully usable again.

Project Capacity purchases are non-refundable and cannot be exchanged for cash, credits, or any other form of value.

7SecondSolar may, at its discretion, grant promotional or bonus capacity credits under specific campaigns or offers.

System Enforcement 7SecondSolar may apply technical or usage restrictions to manage and monitor project capacity allocations and enforce fair use.

PAYMENT TERMS

All fees for subscriptions, project capacity purchases, and any other services provided under this Agreement shall be payable within 30 (thirty) calendar days from the date of invoice, unless otherwise agreed in writing by 7SecondSolar.

Invoices will be issued upon subscription renewal, capacity purchase, or other billable events as applicable.

Failure to make payment within the stated period may result in suspension of access to the AUTOPV platform or associated services until payment is received in full.

All fees are non-refundable unless otherwise expressly stated in this Agreement.

CONFIDENTIALITY

Neither Party shall disclose confidential information relating to the other or to this Agreement without prior written consent. Confidential information shall only be used for the purpose of fulfilling obligations under this Agreement.

The confidentiality obligations do not apply where information:

  • Is publicly available through no fault of the recipient.
  • Is lawfully obtained from a third party without restriction.
  • Was already known to the recipient without obligation of confidentiality.
  • Is disclosed with written consent or required by law.

7SecondSolar may use aggregated, anonymized data or Licensee feedback to improve its software and services. 7SecondSolar retains ownership of any resulting developments or improvements.

The Licensee grants 7SecondSolar the right to reference its name and logo in marketing materials, unless otherwise agreed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of South Africa. Each Party shall comply with all applicable laws, including those related to:

  • Software use,
  • Trade Controls, and
  • Data protection and privacy.

PRIVACY & PROTECTION OF PERSONAL INFORMATION

7SecondSolar values and protects the privacy of personal information. Processing of personal data is subject to the 7SecondSolar Privacy Notice and applicable Data Protection Laws.

Each Party authorises the other to process personal information as necessary to perform this Agreement and warrants that all necessary consents have been obtained.

Both Parties indemnify one another for damages resulting from a breach 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 the 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, delicts, warranty, or otherwise.

All user data and reports generated remain the Licensee’s responsibility. AUTOPV outputs are intended as design aids and not as final engineering deliverables.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in AUTOPV and its content remain the sole property of 7SecondSolar. No ownership rights are transferred to the Licensee under this Agreement.

The Licensee may not copy, alter, or create derivative works from any portion of the software. 7SecondSolar warrants, to its best knowledge, that AUTOPV does not infringe on third-party IP rights.

FORCE MAJEURE

7SecondSolar shall not be liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, war, pandemics, or government restrictions. Performance will resume once the force majeure event ceases.

PROHIBITED PRACTICES

The following are strictly prohibited:

  • Corrupt practices (offering or accepting improper value to influence actions).
  • Fraudulent practices (intentional deception or misrepresentation).
  • Coercive practices (threatening or harming to improperly influence actions).
  • Collusive practices (improper agreements between parties).

Violation of any of these practices entitles the other Party to immediate termination.

RELATIONSHIP OF PARTIES

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

SEVERABILITY

If any term of this Agreement is found invalid or unenforceable, the remaining terms shall remain in effect.

ASSIGNMENT

The Licensee may not assign or transfer any rights or obligations under this Agreement without prior written consent from 7SecondSolar.