1. Services

Saha Sales Inc., d/b/a Saha Lighting Solutions ("Provider"), agrees to provide the Client with access to the Lighting Studio platform ("Service") as described in Exhibit A (Scope of Services) attached hereto and incorporated by reference. The Service allows the Client to upload IES photometric files, manage a branded fixture library, and provide public-facing lighting layout tools accessible via links on the Client's website.

2. Subscription Term

2.1 Initial Term. This Agreement commences on the Agreement Date and continues for a period of twelve (12) months ("Initial Term"), unless earlier terminated in accordance with Section 8.

2.2 Renewal. Upon expiration of the Initial Term and each subsequent term, this Agreement will automatically renew for successive one-year periods ("Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

3. Fees and Payment

3.1 Annual Subscription Fee. The Client agrees to pay the annual subscription fee of $             USD for the subscription tier identified in Exhibit A.

3.2 Payment Terms. The full annual fee is due and payable within fifteen (15) days of the Agreement Date (or renewal date). Payment may be made by check, ACH bank transfer, credit card, or wire transfer.

3.3 Late Payment. Amounts not paid within thirty (30) days of the due date will accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law. Provider reserves the right to suspend access to the Service until outstanding balances are paid in full.

3.4 Renewal Pricing. Provider will provide written notice of any fee changes at least sixty (60) days prior to the start of a Renewal Term. Continued use of the Service after the effective date of the price change constitutes acceptance.

3.5 Non-Refundable. All fees paid are non-refundable, except as expressly required by applicable law.

4. Intellectual Property

4.1 Provider IP. The Service, including all software, algorithms, interfaces, and underlying technology, is and remains the exclusive property of Saha Sales Inc. This Agreement does not grant Client any rights in or to the Service beyond the limited right to use it as described herein. Client may not reverse-engineer, copy, or create derivative works from the Service.

4.2 Client IP. Client retains all right, title, and interest in and to the IES files, logos, branding materials, and other content uploaded by Client ("Client Content"). Client grants Provider a limited license to store, process, and serve Client Content solely as necessary to provide the Service.

4.3 Feedback. If Client provides feedback or suggestions regarding the Service, Provider may use such feedback without restriction and without obligation to Client.

5. Client Obligations and Acceptable Use

Client agrees to: (a) use the Service only for lawful purposes and in accordance with Provider's Terms of Service (available at sahalighting.com/legal/terms.html); (b) ensure Client Content does not infringe any third-party rights; (c) maintain the confidentiality of administrative credentials; and (d) promptly notify Provider of any unauthorized account access.

Client may not: resell or sublicense the Service to third parties (sharing public tool links with end users is permitted); upload malicious code; or use the Service in a way that degrades performance for other users.

6. Calculation Disclaimer and Liability for Outputs

The photometric calculations and lighting layout outputs generated by the Service are for preliminary estimation purposes only and do not constitute engineered specifications. Actual lighting conditions may differ materially due to real-world variables. Client is solely responsible for verifying all outputs with qualified lighting professionals before use in design, construction, or procurement decisions. Provider is not liable for any damages arising from reliance on Service outputs.

7. Confidentiality

Each party agrees to keep confidential all non-public information of the other party disclosed in connection with this Agreement, using at least the same standard of care applied to its own confidential information (no less than reasonable care). This obligation survives termination for three (3) years. This section does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8. Termination

8.1 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

8.2 Immediate Termination by Provider. Provider may immediately suspend or terminate access if: (a) Client fails to pay fees within thirty (30) days of the due date; (b) Client uses the Service in a manner that poses legal or security risk; or (c) Client becomes insolvent or files for bankruptcy.

8.3 Effect of Termination. Upon termination, Client's access to the Service ceases. Provider will retain Client Content for thirty (30) days following termination, during which Client may request a data export. After thirty (30) days, all Client Content will be permanently deleted.

9. Warranties and Disclaimers

Provider warrants that the Service will perform materially in accordance with its documentation under normal use. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S TOTAL LIABILITY TO CLIENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Provider and its officers, directors, and employees from any claims, losses, and expenses (including attorneys' fees) arising from: (a) Client Content; (b) Client's use of the Service in violation of this Agreement; or (c) Client's end users' use of the public-facing tools.

12. Data Privacy

Provider will handle personal data in accordance with its Privacy Policy (available at sahalighting.com/legal/privacy.html). If Client requires a Data Processing Agreement (DPA) for GDPR compliance, Client must request one in writing before execution of this Agreement.

13. General Provisions

Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. Disputes shall be resolved in the courts of San Bernardino County, California.

Entire Agreement. This Agreement, together with Exhibit A, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.

Notices. All notices must be in writing and delivered to the contact information set forth on the first page of this Agreement (email is acceptable).

Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable; the remaining provisions remain in effect.

Waiver. Failure to enforce any provision is not a waiver of future enforcement.

Assignment. Client may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of assets.

Counterparts. This Agreement may be executed in counterparts (including electronic signatures), each of which is an original and all of which together constitute one instrument.

Template last updated: June 2026. This is a template provided for reference — replace all [BRACKETED] fields before execution. Saha Sales Inc. recommends having a licensed attorney review any agreement before execution.