This Master Service Agreement ("Agreement") is between Saha Sales Inc., a California corporation, doing business as Saha Lighting Solutions, and [CUSTOMER NAME], the Client identified below.
Template version: June 2026 · Agreement Date:
Saha Sales Inc.
a California corporation, d/b/a Saha Lighting Solutions
1823 N Solano Ave
Ontario, CA 91764
Email: support@sahalighting.com
Company Name: [CUSTOMER NAME]
Address: [CUSTOMER ADDRESS]
City, State, ZIP:
Primary Contact Name: [CUSTOMER CONTACT NAME]
Primary Contact Email: [CUSTOMER CONTACT EMAIL]
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.
2.1 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.
3.1 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.
4.1 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.
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.
6.1 Estimates Only. The photometric calculations, lighting layout results, fixture counts, and related outputs generated by the Service are first-pass estimates provided for preliminary planning and estimation purposes only. They are NOT engineered specifications, certified photometric analyses, sealed or stamped designs, or a substitute for professional lighting design or engineering services. Actual light levels, uniformity, fixture counts, and energy performance may differ materially from Service outputs due to real-world variables including, without limitation, actual site and room geometry, surface reflectances, fixture mounting and aiming, obstructions, lamp lumen depreciation, maintenance factors, and field conditions. The on-screen and report notice — "First-pass estimate for preliminary planning only — not a certified or engineered lighting design. Field-verify all values with a qualified lighting professional before procurement or installation." — is incorporated into this Agreement by reference.
6.2 No Professional Relationship. Provider is a software provider only. Nothing in this Agreement or in the Service creates an engineer-client, architect-client, or other professional-services relationship between Provider and Client or any third party, and Provider does not perform, and is not engaged to perform, professional engineering, architectural, or lighting-design services. Provider is not a licensed professional engineer and the Service does not provide engineering certification.
6.3 Client Responsibilities. Client is solely responsible, before using any Service output in design, bidding, permitting, construction, or procurement, for: (a) engaging a qualified lighting professional and, where required, a licensed professional engineer to independently review, validate, seal, and stamp any design; (b) field-verifying all values and site conditions; and (c) confirming compliance with all applicable codes, standards, and ordinances, including without limitation the IECC, ASHRAE 90.1, California Title 24, the National Electrical Code (NEC), applicable IES recommended practices, and local permitting requirements. Provider makes no representation that any Service output complies with any code, standard, or ordinance.
6.4 Assumption of Risk; No Reliance. Client knowingly assumes all risk arising from any use of, or reliance on, Service outputs without the independent professional verification described in Section 6.3. To the maximum extent permitted by law, Provider shall not be liable to Client or to any third party for any loss, damage, injury, or claim arising out of or relating to reliance on Service outputs, including any alleged non-compliance with codes or standards, inadequate or excessive illumination, or property damage or personal injury. This Section 6 operates together with, and is limited by, the warranty disclaimers in Section 9 and the limitation of liability in Section 10. The foregoing disclaimer is in addition to, and does not limit, the warranty disclaimers in Section 9 and the limitations and exclusions of liability in Section 10, all of which apply to any claim arising from reliance on Service outputs. Nothing in this Section 6 limits any liability that cannot be limited or excluded under California Civil Code Section 1668, including liability for a party's own fraud, willful injury, or violation of law.
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 of this Agreement for three (3) years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under the California Uniform Trade Secrets Act or the federal Defend Trade Secrets Act, the obligations of this Section continue for so long as such information remains a trade secret under applicable law. This section does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
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 at least thirty (30) days following termination, during which Client may request a data export. Following that export window, Provider will delete Client Content from active production systems upon Client's written request or as part of Provider's routine data-lifecycle management; residual copies in encrypted backups are purged automatically on Provider's then-current backup retention cycle (currently thirty (30) days). Provider may retain billing, tax, and other records as required by applicable law.
8.4 Survival. Sections 4, 6, 7, 9, 10, 11, 12, 13, and 14, and any accrued payment obligations, survive termination or expiration of this Agreement.
9.1 Limited Express Warranty. Provider warrants that the Service will perform materially in accordance with its documentation under normal use. This warranty does not apply to (a) issues caused by Client's misuse, (b) issues arising from third-party services, or (c) beta or trial features. Client's exclusive remedy, and Provider's entire liability, for breach of this warranty is for Provider to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, to terminate the affected subscription and refund the prepaid, unused fees for the affected period. If this exclusive remedy is held to fail of its essential purpose, the limitations and exclusions of liability in Section 10 shall nevertheless remain in full force and effect.
9.2 DISCLAIMER OF WARRANTIES. Except for the limited express warranty in Section 9.1:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL OUTPUTS, ESTIMATES, CALCULATIONS, LAYOUTS, REPORTS, DATA, AND RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," AND AT THE CLIENT'S AND EACH USER'S SOLE RISK.
PROVIDER AND THE PROVIDER PROTECTED PARTIES DISCLAIM ALL WARRANTIES, DUTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, COMPATIBILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, ACHIEVEMENT OF A RESULT, AND SUITABILITY FOR A PROJECT, PRODUCT, SITE, STANDARD, CODE, OR JURISDICTION.
PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL CORRECTLY DETERMINE A FIXTURE TYPE OR QUANTITY, THAT PROVIDER WILL CORRECT EVERY ERROR, THAT THE SERVICE OR AN OUTPUT WILL MEET THE CLIENT'S OR AN END USER'S REQUIREMENTS OR INTENDED PURPOSE, THAT AN OUTPUT WILL BE ACCEPTED BY AN AUTHORITY HAVING JURISDICTION, OR THAT CALCULATED RESULTS WILL CORRESPOND TO INSTALLED PERFORMANCE.
NO ORAL OR WRITTEN ADVICE, SALES STATEMENT, SUPPORT RESPONSE, DEMONSTRATION, DOCUMENTATION, OR INFORMATION CREATES A WARRANTY OR PROFESSIONAL DUTY NOT EXPRESSLY STATED IN A SIGNED AGREEMENT AUTHORIZED BY PROVIDER.
ALL FEES ARE NONREFUNDABLE EXCEPT WHERE A REFUND IS REQUIRED BY APPLICABLE LAW OR EXPRESSLY STATED IN A SIGNED ORDER FORM OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF PARTICULAR WARRANTIES, SO AN EXCLUSION APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10.1 Excluded Damages (Mutual Waiver). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.4, IN NO EVENT WILL EITHER PARTY (AND, IN THE CASE OF PROVIDER, ANY PROVIDER PROTECTED PARTY) BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, STATUTE, OR OTHERWISE, FOR ANY OF THE FOLLOWING, WHETHER CHARACTERIZED AS DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, STATUTORY, OR PUNITIVE DAMAGES:
These exclusions apply even if the party was advised that a loss was possible and even if a limited remedy fails of its essential purpose.
10.2 Single Aggregate Cap (Provider). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.4, THE TOTAL AGGREGATE LIABILITY OF PROVIDER AND ALL PROVIDER PROTECTED PARTIES, COLLECTIVELY, ARISING OUT OF OR RELATING TO THE SERVICE, AN OUTPUT, OR THIS AGREEMENT, UNDER ALL THEORIES AND FOR ALL CLAIMS, USERS, EVENTS, AND CAUSES COMBINED, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO PROVIDER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
THIS IS ONE COMBINED CAP. MULTIPLE CLAIMS, USERS, OUTPUTS, EVENTS, THEORIES, OR PROVIDER PROTECTED PARTIES DO NOT MULTIPLY OR INCREASE THE CAP. IF THE CLIENT PAID ZERO DOLLARS DURING THAT SIX-MONTH PERIOD, THE CALCULATED CAP IS ZERO DOLLARS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.3 Non-Waivable Liability. Nothing in this Agreement excludes or limits liability to the extent applicable law does not permit that liability to be excluded or limited, including applicable liability for fraud, fraudulent misrepresentation, willful injury or misconduct, gross negligence, or violation of law (including, in California, liability that cannot be limited under California Civil Code Section 1668). If a limitation is unenforceable as to a particular claim, it remains effective as to all other claims and will be reformed only to the minimum extent necessary.
10.4 Client Obligations Not Limited (Excluded Claims). The exclusions and cap in this Section do not apply to, and do not limit: (a) the Client's payment obligations for fees under Section 3; (b) the Client's indemnification obligations under Section 11; (c) the Client's breach of confidentiality under Section 7; or (d) the Client's infringement, misappropriation, or unauthorized use of Provider intellectual property under Section 4 or Section 5.
10.5 Express Replacement Only. A negotiated Order Form or signed amendment to this Agreement modifies this Section only if it is signed by an authorized Provider representative, expressly identifies this Limitation of Liability section, and expressly states the replacement language. A general merger, integration, precedence, or entire-agreement clause does not silently replace this Section.
10.6 Basis of the Bargain. The Client acknowledges that the fees reflect this allocation of risk and that Provider would not provide the Service on the stated commercial terms without these disclaimers, exclusions, and limitations.
10.7 Provider Protected Parties. "Provider Protected Parties" means Saha Sales Inc., its affiliates, and their respective officers, directors, employees, contractors, licensors, suppliers, service providers, successors, assigns, and agents.
10.8 No Provider IP-Infringement Indemnity in This Template. This default template does not include, and shall not be construed to include, any Provider indemnity for intellectual-property infringement. Such an indemnity, with its own exclusions, defense control, remedies, and cap, may be added only in a separately negotiated agreement signed by an authorized Provider representative.
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; (c) Client's end users' use of the public-facing tools; and (d) any third-party claim arising from Client's or its end users' reliance on, or use of, Service outputs, calculations, estimates, or layouts, including any claim of personal injury, property damage, or code or standards non-compliance. Client's obligations under subsection (d) do not apply to the extent a claim arises from Provider's own gross negligence, willful misconduct, or fraud.
Provider will give Client prompt written notice of any indemnified claim, tender sole control of the defense and settlement to Client (provided no settlement imposing non-monetary obligations on Provider, admitting fault on the part of Provider, or failing to fully and unconditionally release Provider is entered without Provider's prior written consent), and provide reasonable cooperation at Client's expense. Provider may participate in the defense with counsel of its own choosing at its own expense. This Section 11 is in addition to, and does not reduce or count against, the limitations in Section 10.
Provider will handle personal data in accordance with its Privacy Policy (available at sahalighting.com/legal/privacy.html). The Provider's Data Processing Agreement (available at sahalighting.com/legal/dpa-template.html) is hereby incorporated into this Agreement by reference and applies to all processing of personal data carried out by Provider on Client's behalf that is subject to applicable data protection law (including the GDPR, UK GDPR, and CCPA/CPRA). In the event of a conflict between this Agreement and the DPA with respect to the processing of such personal data, the DPA controls. A counter-signed copy of the DPA is available to Client upon written request.
PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR A VALID OPT-OUT OR A STATED EXCEPTION, IT REQUIRES INDIVIDUAL ARBITRATION, WAIVES JURY TRIALS, AND PROHIBITS CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE PROCEEDINGS.
13.1 Informal Notice. Before starting arbitration or a court proceeding, the claiming party must send a written notice describing the dispute, material facts, and requested relief. Notice to Provider must be emailed to support@sahalighting.com with the subject line "Notice of Dispute." Notice to the Client must be sent to the Client administrator email on file. The parties will attempt in good faith to resolve the matter for 30 days after receipt. Applicable filing deadlines are tolled during that 30-day period to the extent permitted by law.
13.2 Binding Individual Arbitration. Except for Section 13.6 and a valid opt-out, every dispute arising out of or relating to the Service, an output, this Agreement, the Privacy Policy, the relationship between the parties, or the formation, scope, or enforceability of an agreement will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures in effect when the demand is filed. The AAA Mass Arbitration Supplementary Rules and applicable mass-arbitration fee schedule apply when AAA determines that the filing qualifies. The Federal Arbitration Act governs this Section to the maximum extent permitted by law.
13.3 Arbitrator and Procedure. One neutral arbitrator will decide the dispute. The arbitrator may award any remedy available in an individual action, subject to the enforceable limitations in this Agreement. The hearing will be remote unless the parties agree otherwise or the arbitrator determines that an in-person hearing is necessary. The legal seat of arbitration is San Bernardino County, California. Judgment on the award may be entered in any court with jurisdiction.
13.4 Authority to Decide. The arbitrator will decide issues concerning the interpretation, applicability, scope, formation, and enforceability of this arbitration agreement, except that a court will decide the enforceability of the class-action waiver and any issue that applicable law requires a court to decide.
13.5 Jury and Class Waivers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES A JURY TRIAL. EACH PARTY MAY BRING A DISPUTE ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT PRESIDE OVER CLASS OR REPRESENTATIVE ARBITRATION OR COMBINE THE CLAIMS OF DIFFERENT CLAIMANTS WITHOUT THE WRITTEN CONSENT OF ALL PARTIES.
Nothing in this paragraph waives a right to seek public injunctive relief that applicable law does not permit a party to waive. The arbitrator may award any public injunctive relief available in an individual action where legally permitted. If a court determines that a request for public injunctive relief cannot lawfully be arbitrated, only that request will proceed in court, and the remaining arbitrable claims will remain in arbitration.
13.6 Exceptions. Either party may bring a qualifying individual action in small-claims court. Either party may seek temporary, preliminary, or permanent injunctive relief in court to protect intellectual property, confidential information, account security, or the integrity of the Service. Using an exception does not waive arbitration of any other claim.
13.7 One-Year Deadline for Client Claims. To the extent permitted by law, a Client claim against Provider or a Provider Protected Party must be filed within one year after the claim first accrued or it is permanently barred. This contractual deadline does not shorten a period that applicable law prohibits the parties from shortening. It does not limit Provider claims for unpaid fees, indemnification, confidentiality breaches, or intellectual property misuse.
13.8 Arbitration Opt-Out. The Client may opt out of Sections 13.2 through 13.5 by emailing support@sahalighting.com within 30 days after the Client first executes this Agreement. The notice must use the subject "Arbitration Opt-Out," identify the Client's legal name, account administrator, account email, and the Agreement Date, and clearly state the Client's decision to opt out. Opting out does not affect any other provision. An opt-out submitted by one Client does not apply to another Client or to an end user.
13.9 Court Venue. A dispute that validly proceeds in court must be brought exclusively in the state courts located in San Bernardino County, California, or the United States District Court for the Central District of California, as applicable. Each party consents to personal jurisdiction and venue there.
13.10 Governing Law. California law governs without regard to conflicts-of-law rules, except that the Federal Arbitration Act governs arbitration.
13.11 Severability. If a portion of this Section is unenforceable, it will be severed or reformed to the minimum extent necessary and the remainder will continue in effect. If the class-action waiver is unenforceable as to a particular claim, only that claim will proceed in court unless applicable law requires a different result.
13.12 AAA Unavailability. If AAA is unavailable or declines to administer a non-consumer dispute for a reason unrelated to a party's failure to comply with AAA requirements, the parties will attempt to agree on a substitute provider. If they cannot agree, a court with jurisdiction may appoint an arbitrator under applicable law. A party may not avoid arbitration by failing to pay a fee it is required to pay.
Governing Law; Dispute Resolution. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the arbitration agreement. Disputes are resolved as set forth in Section 13 (Dispute Resolution; Binding Individual Arbitration; Class-Action Waiver).
Entire Agreement; Order of Precedence and Incorporation of Terms. This Agreement, together with Exhibit A, the Provider Terms of Service (sahalighting.com/legal/terms.html), the Privacy Policy (sahalighting.com/legal/privacy.html), and any Data Processing Addendum executed by the parties — each of which is incorporated into this Agreement by reference — constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. In the event of a conflict among these documents, the following order of precedence governs solely as to the conflicting terms: (1) an executed Data Processing Addendum, as to data-protection matters only; (2) this Agreement and Exhibit A; (3) the Terms of Service; (4) the Privacy Policy. A provision in a lower-ranked document that does not conflict with a higher-ranked document remains in full force. An Order Form, statement of work, or other negotiated commercial document overrides a section of this Agreement (including Section 9, Section 10, and Section 13) only if it is signed by an authorized Provider representative and expressly identifies, by section number or heading, the section it replaces and the replacement language; a general merger, integration, precedence, or entire-agreement clause does not silently override any such section. Without limiting the foregoing, the Calculation Disclaimer, the disclaimers of warranties, the limitations and exclusions of liability, the indemnification obligations, and the post-termination survival provisions set forth in the Terms of Service are expressly incorporated into and survive this Agreement except to the extent the corresponding Sections 6, 9, 10, and 11 of this Agreement provide protection that is equal to or greater than that of the Terms of Service.
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.
Subscription Tier:
Annual Fee: $ USD
Tools Included:
Custom Domain:
Max IES Files:
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Subscription End Date:
Additional Notes / Special Terms:
By signing below, each party agrees to be bound by the terms of this Agreement.
Saha Sales Inc., d/b/a Saha Lighting Solutions (Provider)
Signature
Printed Name
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[CUSTOMER NAME] (Client)
Signature
Printed Name
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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.