1. Parties, acceptance, and covered products
This Unified License Agreement ("Agreement" or "ULA") is between DesignSpark LLC ("DesignSpark") and the individual or legal entity accepting it ("Customer"). It covers all current and future DesignSpark desktop, web, mobile, SaaS, API, extension, plugin, bundled, trial, beta, and other software offerings unless a specific signed agreement supersedes it. Acceptance occurs through an affirmative acceptance control, purchase, or lawful product activation flow that clearly presents the Agreement. A person accepting for an entity represents authority to bind that entity.
2. Shared identity; separate product entitlements
DesignSpark may use a single Supabase-backed identity across products. A single login does not confer access to every product. Licenses and paid entitlements are assigned by product, plan, term, seats, and any product addendum. The Customer is responsible for authorized users and credential security. Account deletion does not automatically cancel a Paddle subscription; cancellation instructions must be separately provided.
3. License types and grants
Subject to payment and compliance, DesignSpark grants a limited, nonexclusive, nontransferable license to access or use the specified product for lawful internal or client-serving professional purposes. Free tiers are limited to advertised features; trials end or convert only as clearly disclosed at enrollment; subscriptions last for paid periods; perpetual licenses authorize use of the licensed version under the stated perpetual-license scope, not perpetual hosting, upgrades, support, or third-party services. Beta features are for evaluation and may change or end. Seat, device, organization, and bundle limits appear in the order or product schedule.
4. Orders, payment, merchant of record, and taxes
Orders identify product, price, currency, plan, seats, and license term. For transactions processed through Paddle as merchant of record, Paddle handles merchant-of-record sale, payment collection, applicable invoicing and taxes, and applicable checkout/refund processes under its disclosed terms. DesignSpark administers software entitlements and product performance. Other channels, such as app stores, may have their own billing rules. DesignSpark does not store full payment-card numbers received by Paddle.
5. Subscription renewals and cancellation
Before a paid subscription begins, checkout must clearly disclose recurring price, billing frequency, any promotional period, trial-to-paid conversion, cancellation instructions, and material renewal terms. Subscriptions renew only as disclosed and permitted by applicable law. Users must have a readily accessible cancellation mechanism consistent with applicable law and the merchant’s checkout flow. Cancellation stops future renewal charges but ordinarily does not revoke access for an already-paid period; mandatory refund or cancellation rights prevail. A subscription is not canceled merely by uninstalling an app or deleting a DesignSpark login.
6. Refunds, chargebacks, and failed payments
Refund eligibility depends on the applicable merchant-of-record terms, disclosed order terms, and mandatory consumer law. Nothing here limits statutory refund rights. Failed payment or chargeback may result in an entitlement hold after reasonable notice where practicable; DesignSpark may restore access when payment status is resolved. Customers should contact the identified merchant for billing disputes and DesignSpark for technical access issues.
7. Ownership of customer projects and work product
Customer retains ownership and all rights it holds in drawings, plans, fixture schedules, generated documents, exports, AI-assisted outputs, and other project work product. DesignSpark claims no ownership in that content. Customer grants DesignSpark only the limited rights reasonably needed to operate requested cloud features, synchronize files when enabled, back up hosted content, provide support, and comply with law. Local-only content is not uploaded solely because the Customer uses a licensed app. Customer is responsible for obtaining rights to input third-party materials and for maintaining backups.
8. AI models and optional network features
Some products use on-device AI models without transmitting prompts, drawings, or project content to the internet. Product notices will identify materially different cloud AI features before use. An optional ZIP-code lighting-zone lookup may connect to an external service only when the user enables the feature; the user may disable it with the product toggle. Network lookups can transmit ZIP code and technical request metadata. Outputs may be incomplete, inaccurate, outdated, or unsuitable for code compliance; users must verify results.
9. Professional practice and safety
Products may assist with lighting layouts, DMX addressing, photometric estimates, energy-code calculations, architectural design, schedules, and other technical tasks. They do not replace licensed professional services, manufacturer data, project-specific engineering, code-official determinations, life-safety review, testing, or field verification. Customer is responsible for evaluating local codes and requirements, including applicable editions and amendments, and for final project decisions. Products must not be the sole control or verification mechanism for safety-critical operations.
10. Restrictions and technical protections
Customer may not resell or sublicense access, exceed seats, share credentials beyond authorized users, circumvent entitlement checks, tamper with licensing controls, distribute malicious code, or reverse engineer except as expressly permitted by nonwaivable law. Reasonable technical measures may verify license validity and prevent abuse; such measures are subject to the Privacy Policy.
11. Updates, availability, and support
DesignSpark may issue bug fixes, security patches, and feature updates. Subscription features and hosted availability depend on the purchased plan and any stated service commitments. A perpetual license does not include indefinite feature upgrades or ongoing cloud availability unless expressly purchased. Product discontinuation, material functionality reductions, and service termination will be handled subject to contractual commitments and applicable law.
12. Third-party components and open source
Products may include third-party components, model weights, libraries, or APIs subject to their own notices and licenses. Open-source license terms control to the extent they grant additional rights or require disclosures. Customer must comply with third-party terms for optional integrations it activates.
13. Confidentiality and data protection
Each party will use reasonable care to protect the other party’s nonpublic confidential information and use it only to perform the Agreement, subject to customary exceptions for public, independently developed, or lawfully received information. DesignSpark’s processing of personal information is described in the Privacy Policy and, where needed, a separate data processing agreement. Support access to customer content should be limited and logged where practicable.
14. Warranties and disclaimers
DesignSpark warrants only those express product commitments stated in the applicable order or product schedule. Except to the extent prohibited by law, products are supplied on an as-available basis and implied warranties are disclaimed to the permitted extent. DesignSpark does not warrant error-free AI output, universal compatibility, uninterrupted hosting, or certification of compliance with any building, energy, electrical, accessibility, or safety code.
15. Liability allocation
To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, consequential, or punitive damages arising from this Agreement. DesignSpark’s aggregate liability arising from a product is limited to the greater of (a) fees paid to DesignSpark or the applicable merchant for that product during the 12 months preceding the event giving rise to the claim or (b) US $50, except where law prohibits a cap. The cap does not limit liability that cannot lawfully be limited, including fraud, willful misconduct, or mandatory statutory rights. Customer remains responsible for independent project validation and backups.
16. Customer indemnity
To the extent permitted by law, an organizational Customer will defend and indemnify DesignSpark against third-party claims arising from its unlawful customer content, infringement caused by content it supplied, or its unauthorized misuse of the product, excluding claims caused by DesignSpark’s breach, negligence, or misconduct. Consumer obligations apply only where enforceable.
17. Suspension and termination
DesignSpark may suspend access for material breach, fraud, security threats, or unpaid charges, using notice and an opportunity to cure when reasonably practicable. Either party may terminate for an uncured material breach after written notice and 30 days to cure unless urgent action is reasonably necessary. Expiration or termination ends access to subscription features; perpetual rights continue only as expressly granted and subject to valid termination for breach. Customers should export hosted data before termination; any post-termination export period must be specified in the applicable product schedule.
18. Disputes, California law, and notices
California law governs except for mandatory laws that cannot be displaced. The parties will first attempt good-faith informal resolution through written notice and 30 days to respond. Disputes may be heard in courts with competent jurisdiction in California, subject to mandatory consumer venue and small-claims rights. Arbitration requires a separate mutual agreement after a dispute arises. Notices to DesignSpark: support@designsparkllc.com; 10326 Larwin Ave, Chatsworth, CA 91311.
19. Changes, precedence, and general provisions
Material changes to an existing paid term require notice and, where legally required, affirmative acceptance; changes do not retroactively diminish vested perpetual rights. If a provision is unenforceable, the remainder survives. Failure to enforce is not waiver. The Agreement and identified product schedules constitute the license agreement. Precedence: mandatory law; signed enterprise agreement; product-specific addendum; this ULA; website Terms. The Privacy Policy governs disclosure of personal-information practices.
Schedule A. Product-specific order fields
Each product order or schedule should state: product name and SKU; license type (free, trial, subscription, perpetual, beta); licensed users/seats/devices; platform and version scope; included cloud services; AI processing mode and network toggles; usage limits; support and update entitlements; billing frequency and merchant; cancellation/refund route; data storage and export; and any product-specific technical or regulatory warnings.
Schedule B. Bundle and organization rules
Bundles confer only the named products and features displayed at purchase. Removing a product from a bundle or modifying bundle terms during an active paid term is subject to applicable commitments and law. Organization administrators may allocate purchased seats and revoke access, but may not access personal or customer content beyond authorized organizational rights. Individual accounts remain subject to separate privacy and authentication controls.