Terms of Use & Confidentiality Agreement

1. Definitions

• Platformthe Solar Connect and Sol AI web application, including all dashboards, modules, APIs, backend services, AI models and prompts, mobile views, documentation, data, visualisations, workflows, user interfaces, design systems, colour tokens, animations, algorithms, and any derivative outputs.
• Confidential Informationnon-public information relating to the Platform, the Company, or its clients, in any form, including source code, database schemas, API structures, user-interface designs, data models, analytics formulas, baseline calculations, AI prompts, billing and pricing logic, inverter-aggregation algorithms, RBAC models, module-activation logic, screenshots, configuration files, plant/customer/employee/financial data, and anything a reasonable person would consider confidential.
• Authorised Userthe natural person logging in under valid credentials issued by the Company or a licensed client organisation's administrator.
• Restricted Purposeany activity aimed at replicating, re-creating, cloning, competing with, benchmarking against, or reverse-engineering the Platform.
• Deviceany physical or virtual device identified by a unique hardware / browser / IP / fingerprint combination.
• Master Licenceany written licence or subscription agreement between the Company and the Client Organisation. This Agreement operates independently; where both apply, the stricter provision controls.

2. Grant of Access

The Company grants a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access the Platform solely for internal business purposes. No title, ownership, or IP right transfers under this Agreement. All rights not expressly granted are reserved. In conflict with a Master Licence, the provision offering greater protection to the Company prevails.

3. Intellectual Property

The Platform and every component, source code, object code, databases, schemas, UI, design system, animations, workflows, AI prompts, extraction pipelines, analytics models, baseline engines, billing engines, RBAC architecture, module-gating systems, notification cascades, documentation, is the exclusive property of the Company, protected under Pakistan's Copyright Ordinance 1962, Trademarks Ordinance 2001, Patents Ordinance 2000, PECA 2016, and applicable international treaties.

“Solar Connect”, “Sol AI”, “Modular Energy”, “Modular Intelligence” and related marks / logos / colour schemes are trademarks and trade dress of the Company. No licence to use them is granted.

Any feedback, suggestion, or bug report submitted becomes the sole property of the Company and may be used without restriction, attribution, royalty, or compensation. The Platform embodies trade secrets of independent economic value.

4. Confidentiality Obligations

The user acknowledges the Platform contains trade secrets and Confidential Information of substantial commercial value; unauthorised disclosure would cause serious and irreparable harm.

The user shall:

• (a)hold all Confidential Information in strict confidence;
• (b)use it only for the internal business purpose for which access was granted;
• (c)not disclose, publish, display, transmit, photograph, screen-record, paraphrase, or otherwise make it available to any third party, including affiliates, consultants, contractors, investors, family, social-media contacts, or AI tools, without prior written consent;
• (d)restrict access within the Client Organisation to employees with genuine need-to-know bound by no-less-strict confidentiality;
• (e)take at least the same degree of care as with own most sensitive information, and no less than reasonable care;
• (f)promptly notify the Company of any actual, suspected, or threatened breach;
• (g)cooperate fully in investigation and remediation.

5. Prohibited Activities

The user shall NOT, directly or indirectly, personally, through the Client Organisation, or through any third party:

• 5.1copy, reproduce, duplicate, mirror, scrape, crawl, archive, cache, or bulk-download any portion of the Platform or its data, except for authorised record-keeping;
• 5.2reverse-engineer, decompile, disassemble, decrypt, or inspect network traffic beyond ordinary use to derive source code, architecture, algorithms, AI prompts, data structures, or internal workings;
• 5.3build, commission, fund, advise, assist, or participate in any product, service, feature, module, dashboard, application, or interface substantially similar to, derived from, inspired by, or competitive with the Platform, including solar-monitoring dashboards, plant-portfolio interfaces, inverter-aggregation engines, string-baseline systems, AI utility-bill/datasheet extractors, roof design studios, energy-flow visualisations, performance-deviation engines, billing/subscription modules, EPC project-management suites, multi-tenant RBAC systems, or module-gating frameworks of similar design;
• 5.4use the Platform, its screenshots, data, prompts, or any Confidential Information to train, fine-tune, evaluate, benchmark, align, or inform any AI, ML, LLM, or analytics system;
• 5.5take, store, share, publish, post, transmit, or demonstrate screenshots, screen recordings, videos, walkthroughs, wireframes, mock-ups, or narrative descriptions of the Platform's UI, workflows, or behaviour on any public or semi-public channel, social media, marketing, sales pitches, conferences, blogs, investor decks, tenders, or job interviews, without prior written consent;
• 5.6remove, alter, obscure, crop out, or conceal any copyright notice, trademark, watermark, logo, or fingerprint;
• 5.7share, lend, sell, or transfer login credentials, session tokens, cookies, API keys, MFA codes, or access URLs to any other person;
• 5.8attempt to access data, plants, organisations, modules, user accounts, or admin functions outside authorisation;
• 5.9probe, scan, penetration-test, stress-test, fuzz, or test the security or capacity of the Platform without prior written authorisation;
• 5.10introduce any virus, trojan, worm, logic bomb, back-door, or malicious code;
• 5.11use the Platform to violate any law, regulation, sanctions regime, or third-party right;
• 5.12solicit, recruit, approach, or hire any Company employee, contractor, development partner, or advisor involved in the Platform for twenty-four (24) months after last access, where the purpose is to replicate, compete with, or learn about any Platform feature;
• 5.13for thirty-six (36) months after last access, engage personally or through any entity in the design, development, or commercial offering of any software product that competes with the Platform in any market where the Company operates;
• 5.14file, register, or attempt to register any patent, trademark, copyright, design, domain name, or IP right incorporating or derived from any element of the Platform or the Company's brands.

6. Non-Circumvention

The user shall not engage, instruct, or permit any third party, including contractors, agencies, offshore developers, freelancers, students, or AI code-generation tools, to perform any prohibited act. If a third party does, the user is jointly and severally liable with them for all resulting damages. Any arrangement, subsidiary, or JV structured to evade clauses 4, 5, or 6 constitutes a material breach.

7. Data Ownership and Privacy

Operational data belonging to the Client Organisation (plant readings, customer contacts, equipment records, billing inputs) remains its property. However, the structure, schema, aggregated analytics, derived insights, baselines, visualisations, AI-extracted fields, and formatting produced by the Platform remain Company property.

The user shall not export, transform, or migrate data out of the Platform in any manner that replicates Platform-derived analytics, baselines, visualisations, or insights into a competing system.

The user consents to logging, recording, and auditing of all actions on the Platform, logins, device fingerprints, IP addresses, page views, API calls, downloads, uploads, exports, browser-window screenshots (where technically possible), and session duration, for security, compliance, and enforcement.

When handling third-party personal data, the user warrants compliance with all applicable data-protection laws, including Pakistan's Personal Data Protection legislation as enacted.

8. Monitoring and Audit

The Company may monitor, record, and audit Platform use at any time, without prior notice. With seven (7) days' written notice, the Company may audit the Client Organisation's systems, devices, and records on-premises. Full cooperation and reasonable access must be granted. If the audit reveals a breach, the Client Organisation bears reasonable audit costs in addition to all other remedies.

9. Breach and Remedies

Breach of clauses 3, 4, 5, 6, or 7 causes irreparable harm for which monetary damages alone are inadequate. Remedies available cumulatively and without election:

• (a)immediate injunctive and equitable relief (interim, interlocutory, permanent) in any court of competent jurisdiction, without bond or proof of actual damages;
• (b)liquidated damages of PKR 10,000,000 per incident, expressly agreed as a genuine pre-estimate of loss, not a penalty;
• (c)recovery of all actual damages, lost profits, unjust enrichment, and disgorgement of benefits, over and above the liquidated amount;
• (d)recovery of all legal fees, forensic-investigation costs, expert-witness fees, and enforcement costs on a full-indemnity basis;
• (e)immediate suspension or termination of Platform access without refund;
• (f)referral to the FIA Cybercrime Wing and other criminal authorities where the breach constitutes an offence under PECA 2016, the Copyright Ordinance 1962, or any other applicable law;
• (g)public disclosure of the breach where lawful, to warn the industry and protect the Company's reputation.

10. Term and Termination

Takes effect on first acceptance and continues as long as access remains. The Company may suspend or terminate at any time, with or without cause or notice, and without liability. On termination or loss of access, the user shall: (a) cease all use of the Platform; (b) destroy or return all Confidential Information (including downloads, screenshots, notes, derivatives); (c) certify destruction in writing within seven (7) days if requested. Clauses 3, 4, 5, 6, 7, 8, 9, 12, and 13 survive termination and remain fully enforceable.

11. Disclaimers and Liability

Platform provided “as is” and “as available”. All warranties (express or implied) are disclaimed to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, accuracy, reliability, and non-infringement.

The Company shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, data, goodwill, or business opportunity arising from use or inability to use the Platform.

Total aggregate liability shall not exceed amounts actually paid by the Client Organisation to the Company in respect of the user's access in the twelve (12) months preceding the claim. The liquidated-damages cap in 9(b) does not limit the Company's right to recover from the user.

12. Governing Law and Jurisdiction

Governed by the laws of the Islamic Republic of Pakistan, without regard to conflict-of-laws principles. Parties irrevocably submit to the exclusive jurisdiction of the courts of Karachi, Pakistan. The Company may seek injunctive / equitable relief, asset freezes, or anti-suit injunctions in any court of competent jurisdiction worldwide. User waives any forum non-conveniens or personal-jurisdiction objection.

13. Miscellaneous

• 13.1 Relationship with Master Licenceoperates independently; stricter provision controls; absence or termination of Master Licence does not affect this Agreement.
• 13.2 Entire Agreementon its subject matter, supersedes prior understandings.
• 13.3 AmendmentCompany may update; updated version presented for re-acceptance on next device login. Continued use constitutes acceptance.
• 13.4 Severabilityif any provision is invalid or unenforceable, the remainder continues; the invalid provision is reformed to the minimum extent necessary.
• 13.5 No Waiverno failure or delay is a waiver; waivers must be in writing and signed.
• 13.6 Assignmentuser may not assign; Company may freely assign to any affiliate, successor, or acquirer.
• 13.7 Force Majeureneither party liable for delays / failures beyond reasonable control, excluding confidentiality and payment.
• 13.8 Noticesto Company: info@modularintel.com or registered office. Notices to user via Platform or email associated with the account.
• 13.9 LanguageEnglish controls; translations are for convenience.
• 13.10 Binding Effectbinds user personally, Client Organisation, and their respective successors and permitted assigns.