These Terms of Service ("Terms") constitute a legally binding agreement between Saha Sales Inc., a California corporation, doing business as Saha Lighting Solutions ("Company," "Saha," "we," "us," or "our"), and the entity or individual ("Client," "you," or "your") that subscribes to and uses the Lighting Studio platform ("Service"). By creating an account, starting a trial, clicking to accept these Terms, completing checkout, accessing, or using the Service, you agree to be bound by these Terms in their entirety.
If you do not agree to these Terms, do not access or use the Service.
You specifically acknowledge that you have read and agree to the preliminary-estimate and no-reliance provisions in Section 8 (Preliminary Estimates; No Professional Services; Client Responsibilities), the warranty disclaimers in Section 10 (Disclaimer of Warranties), the limitation of liability in Section 11 (Limitation of Liability), the indemnification obligations in Section 12 (Client Defense and Indemnification), and the binding individual arbitration and class-action waiver in Section 13 (Dispute Resolution; Binding Individual Arbitration; Class-Action Waiver), each of which is a material part of the bargain. Your acceptance of these Terms is recorded together with the applicable Terms version, the server date and time of acceptance, and the IP address from which acceptance was made.
Lighting Studio is a browser-based software service that generates preliminary fixture-count, illuminance, and lighting-layout estimates from manufacturer-supplied information, photometric or IES files, user inputs, and assumptions. The Service may be embedded in, white-labeled for, linked from, or otherwise made available through the websites, accounts, domains, branding, personnel, and representatives of lighting manufacturers and lighting representative agencies.
The Service is offered to the Client solely for business use. The Client represents that it is acquiring and using the Service for business purposes and that the individual accepting these Terms has authority to bind the identified business.
Members of the public and other individuals may access an embedded or shared instance of the Service as End Users. End Users must separately accept the End-User Terms before receiving a calculation result or creating, exporting, printing, emailing, or sharing an output.
The Company provides software only. The Company does not inspect project sites, select final fixtures, take responsible charge of a project, stamp or seal plans, supervise construction or installation, guarantee code compliance, or provide engineering, architectural, electrical-design, safety-consulting, code-consulting, or other licensed professional services.
To use the Service you must register for an account, providing a company name, a tenant identifier, and a valid administrator email address. You represent that all registration information you provide is accurate and that you are authorized to bind the entity on whose behalf you register. After registration, checkout, payment, or execution of a subscription agreement, the Company will provision a tenant account and provide administrative login credentials to the Client's designated administrator. The Client is solely responsible for:
The Company reserves the right to suspend or terminate access where account security has been compromised.
3.1 Free Trials. The Company may offer a free trial period that allows you to evaluate the Service before purchasing a subscription. Trial accounts may be limited in duration, features, or capacity at the Company's discretion. At the end of the trial period, continued access to the Service requires upgrading to a paid subscription; the Company may suspend or limit trial accounts that are not upgraded. Content and configuration created during a trial carry over to a paid subscription. The Company may modify or discontinue trial offerings at any time and may decline to offer a trial to any prospective Client. The Company will not automatically convert a free trial into a paid subscription, and will not charge the Client, at the end of the trial period. Paid access begins only if and when the Client affirmatively selects a plan, agrees to these Terms, and completes checkout. If the Client does not upgrade, trial access ends and no charge is made. Automatic renewal under Section 3.4 applies only to a paid subscription and only after paid access has begun.
3.2 Plans and Billing Periods. Subscriptions may be offered on monthly or annual billing periods, depending on the plan selected at checkout or stated in an applicable Order Form. The selected plan, billing period, and price are displayed before payment is completed. Immediately above the acceptance checkbox at checkout, the Service dynamically displays the actual subscription price, billing frequency, trial length if any, first charge date, automatic-renewal terms, and online cancellation method, using live checkout data and never a generic placeholder.
3.3 Payment Processing. Online payments and subscription billing are processed by Stripe. Fees are due at checkout and at each renewal unless otherwise stated in a written agreement. You are responsible for keeping your payment method current and for paying any applicable charges.
3.4 Auto-Renewal and Cancellation. Your subscription will automatically renew for the billing period and at the price shown at checkout, plus applicable taxes, until canceled. Cancel online before the next renewal date to avoid the next charge. Cancellation takes effect at the end of the then-current paid period unless the checkout terms expressly state otherwise. You may cancel through the self-service billing portal ('Manage Billing' in the Dashboard) or by emailing support@sahalighting.com.
3.5 Fees Nonrefundable. All fees are nonrefundable except where a refund is required by applicable law or expressly promised in a signed Order Form or Master Services Agreement.
3.6 Failed Payment and Suspension. If a recurring payment fails, the Company may provide a three (3) day grace period and may send a payment warning to the Client administrator. If payment is not recovered before the grace period ends, the Company may pause or limit access to the Service without liability to the Client. Access may be restored after successful payment. A payment-related suspension does not by itself constitute termination or trigger deletion of Client Data; retention and deletion continue to be governed by Section 5.4 (Data Retention and Deletion). During any such suspension, the Client may request retrieval of its Client Data by emailing support@sahalighting.com, and the Company will provide a commercially reasonable means to export it. Full access is restored upon successful payment.
3.7 Taxes. Fees are exclusive of all applicable taxes. The Client is responsible for paying all taxes, levies, or duties imposed by taxing authorities in connection with its use of the Service, excluding taxes based on the Company's net income.
3.8 Price Changes at Renewal. Subscription prices may change. Any change to the price of a renewing subscription will take effect only at the start of the next billing period and only after the Company provides the Client administrator at least thirty (30) days' advance notice by email. If the Client does not wish to renew at the changed price, the Client may cancel under Section 3.4 before the start of the next billing period, in which case access continues until the end of the then-current paid period and will not renew. Continuing to use the Service after a price change takes effect constitutes acceptance of the new price. Where affirmative consent to a materially increased renewal price is required by applicable law, the Company will obtain that consent before charging the new price.
3.9 Reacceptance of This Version. Existing customers must reaccept version 2026-06-18-final before continuing to use the paid Service. Reacceptance is governed by Section 15 (General Provisions) under "Changes and Reacceptance."
Where the Client embeds, white-labels, links, configures, brands, or otherwise makes the Service available through the Client's website, account, domain, products, personnel, representatives, or authorized users, the Client is responsible for the Client-controlled deployment and for all of the following:
(a) the accuracy, ownership, completeness, legality, and currency of all fixture information, specifications, product claims, IES files, photometric files, lumen packages, images, and other data supplied or selected by the Client;
(b) reviewing and approving Client-supplied data before publication and promptly correcting or removing data that the Client learns is inaccurate, incomplete, infringing, misleading, or out of date;
(c) the Client's website content, advertisements, recommendations, product claims, warranties, representations, sales statements, custom code, modifications, integrations, branding, cookies, analytics, privacy practices, and surrounding user experience;
(d) ensuring that the Client's personnel, representatives, dealers, and authorized users do not make any promise, warranty, recommendation, or representation that conflicts with these Terms or with a Company warning;
(e) displaying and maintaining the Company-required disclaimer, End-User Terms link, Privacy Policy link, and affirmative End-User acceptance mechanism exactly as supplied or expressly approved in writing by the Company;
(f) not removing, hiding, minimizing, obscuring, contradicting, disabling, or altering a Company disclaimer, warning, legal notice, acceptance gate, report footer, or metadata field;
(g) not stating or implying that the Company or the Service guarantees accuracy, fixture quantity, installed performance, code or energy compliance, safety, permitting, inspection approval, professional approval, or any particular project result;
(h) passing all applicable warnings and disclaimers to every End User and to every person who receives a generated output; and
(i) obtaining any notice, consent, or authorization legally required for the Client's own website, data collection, cookies, analytics, marketing, or communications.
Client modifications, integrations, custom code, data, branding, and surrounding claims are outside the Company's control and responsibility. The Client will not offer substitute End-User terms for an embedded or white-label deployment unless the Company has approved the exact substitute terms in writing and the substitute terms expressly protect Saha Sales Inc. and the Company Protected Parties.
The Client is responsible for the acts and omissions of its administrators, authorized users, employees, contractors, and representatives. End Users are separately bound by the End-User Terms; the Client does not waive legal rights on behalf of an End User.
5.1 Ownership. The Client retains all right, title, and interest in and to the IES photometric files, branding assets, logos, and other content uploaded to the Service ("Client Data"). The Company does not claim ownership of Client Data.
5.2 License to Company. By uploading Client Data to the Service, the Client grants the Company a limited, non-exclusive, worldwide, royalty-free license to store, host, process, transmit, and display Client Data solely as necessary to provide the Service. This license terminates upon deletion of the Client Data or termination of the subscription.
5.3 Client Responsibility. The Client represents and warrants that it has all necessary rights, licenses, and permissions to upload and use the Client Data within the Service, and that such use does not infringe any third-party rights. The Client indemnifies and holds harmless the Company from any claims arising out of Client Data, as further provided in Section 12 (Client Defense and Indemnification).
5.4 Data Retention and Deletion. Upon cancellation, suspension, or termination of the subscription, the Company may retain Client Data unless deletion is requested by the Client, required by law, or separately agreed in writing. Clients may request export or deletion of Client Data by contacting the Company. The Service is not designed to automatically delete Client Data thirty (30) days after cancellation unless that retention schedule is expressly stated in a separate written agreement.
The Client agrees not to:
The Service, including all software, algorithms, designs, user interfaces, documentation, and associated intellectual property, is and remains the exclusive property of Saha Sales Inc. and is protected by copyright, trade secret, and other applicable laws. These Terms do not grant the Client any right, title, or interest in the Service or the Company's intellectual property except the limited right to use the Service as described herein.
The Client may not copy, reproduce, modify, distribute, or create derivative works from any part of the Service.
8.1 Preliminary Tool Only. The Service is a preliminary estimation, product-exploration, and planning tool. Outputs are estimates only. They are not engineered, certified, PE-stamped, permit-ready, construction-ready, or guaranteed code-compliant designs and are not instructions to purchase, construct, install, aim, mount, wire, operate, inspect, approve, or accept a lighting system.
8.2 No Professional Relationship or Duty. The Company does not provide engineering, architecture, electrical design, safety consulting, code consulting, or other licensed professional services. No use of the Service, communication with Company personnel, support response, output, report, or recommendation creates an engineer-client, architect-client, fiduciary, professional, advisory, agency, or other special relationship. The Company does not accept responsible charge of any project and owes no professional standard or duty of care.
8.3 Inputs and Assumptions. Results depend on manufacturer and Client data, IES or photometric files, lumen packages, user inputs, geometry, dimensions, reflectances, mounting heights, aiming, obstructions, environmental conditions, maintenance assumptions, site conditions, selected targets, and other assumptions. The Company does not independently inspect a site or authenticate, test, certify, or continuously verify those items.
8.4 Actual Performance May Differ. Calculated values and layouts may differ materially from installed performance because of field conditions, product variation, degradation, dirt, voltage, controls, installation, obstructions, surface characteristics, measurement methods, incorrect or outdated data, and other factors outside the Company's control.
8.5 Client Responsibility. The Client is solely responsible for final fixture selection, quantities, spacing, mounting, aiming, controls, wiring, installation, purchasing, construction, code and energy compliance, permits, inspections, safety decisions, project acceptance, and measurement of installed performance.
8.6 Independent Verification. Before purchase, construction, installation, approval, acceptance, or safety-critical use, the Client must independently verify all material inputs, assumptions, fixture information, applicable requirements, site conditions, calculations, and results and must obtain qualified professional review wherever appropriate or required.
8.7 Safety-Critical Uses. Roadway, emergency, egress, security, hazardous-location, life-safety, and similar decisions must never be based solely on the Service. The Service is not a substitute for legally required design, review, approval, inspection, or testing.
8.8 No Third-Party Reliance. The Client will not represent that any owner, contractor, installer, architect, engineer, authority having jurisdiction, purchaser, or other third party may treat an output as a certified, final, or guaranteed design.
8.9 Assumption of Risk and No Reliance. To the maximum extent permitted by law, the Client assumes the risks associated with using preliminary estimates and agrees not to rely on the Service as the sole basis for a purchasing, construction, installation, code-compliance, safety, or project-acceptance decision. Nothing in this Section limits liability that applicable law does not permit the Company to exclude.
Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each party agrees to use Confidential Information only to fulfill its obligations under these Terms and to protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. This obligation survives termination of these Terms for three (3) years.
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.
THE COMPANY AND THE COMPANY 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.
THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL CORRECTLY DETERMINE A FIXTURE TYPE OR QUANTITY, THAT THE COMPANY 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 THE COMPANY.
ALL FEES ARE NONREFUNDABLE EXCEPT WHERE A REFUND IS REQUIRED BY APPLICABLE LAW OR EXPRESSLY STATED IN A SIGNED ORDER FORM OR MASTER SERVICES AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF PARTICULAR WARRANTIES, SO AN EXCLUSION APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR A COMPANY PROTECTED PARTY BE LIABLE 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:
(a) lost profits, revenue, business, opportunities, contracts, anticipated savings, goodwill, or business interruption;
(b) loss, corruption, alteration, unavailability, disclosure, or inaccuracy of data;
(c) costs of substitute products, fixtures, services, software, labor, or technology;
(d) project redesign, rework, delays, change orders, removal, replacement, installation, labor, equipment, permitting, inspection, testing, consulting, engineering, architecture, legal, or other professional fees;
(e) fixture purchases, excess or insufficient fixture quantities, product returns, restocking charges, energy costs, code or energy failures, rejected plans, failed inspections, or differences between calculated and installed performance;
(f) claims based on manufacturer or Client information, specifications, IES files, photometric data, lumen packages, user inputs, assumptions, dimensions, reflectances, mounting heights, aiming, obstructions, environmental conditions, maintenance assumptions, or site conditions;
(g) Service interruption, delay, suspension, modification, discontinuation, data migration, or inability to access or use the Service; or
(h) reliance on the Service or an output by the Client, an authorized user, an End User, website visitor, purchaser, owner, contractor, installer, architect, engineer, authority having jurisdiction, or other third party.
These exclusions apply even if the Company was advised that a loss was possible and even if a limited remedy fails of its essential purpose.
11.2 Single Aggregate Cap for Paying Clients. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ALL COMPANY PROTECTED PARTIES, COLLECTIVELY, ARISING OUT OF OR RELATING TO THE SERVICE, AN OUTPUT, OR THESE TERMS, UNDER ALL THEORIES AND FOR ALL CLAIMS, USERS, EVENTS, AND CAUSES COMBINED, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE APPLICABLE CLIENT TO THE COMPANY DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
THIS IS ONE COMBINED CAP. MULTIPLE CLAIMS, USERS, OUTPUTS, EVENTS, THEORIES, OR COMPANY 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.
11.3 Non-Waivable Liability. Nothing in these Terms 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. 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.
11.4 Client Obligations Not Limited. The exclusions and cap in this Section do not limit the Client's payment obligations, the Client's indemnification obligations, the Client's breach of confidentiality, or the Client's infringement, misappropriation, or unauthorized use of Company intellectual property.
11.5 Express Replacement Only. A negotiated Order Form or Master Services Agreement modifies this Section only if it is signed by an authorized Company 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.
11.6 Basis of the Bargain. The Client acknowledges that the fees reflect this allocation of risk and that the Company would not provide the Service on the stated commercial terms without these disclaimers, exclusions, and limitations.
'Company Protected Parties' means Saha Sales Inc., its affiliates, and their respective officers, directors, employees, contractors, licensors, suppliers, service providers, successors, assigns, and agents.
The Client will defend, indemnify, and hold harmless the Company and the Company Protected Parties from and against third-party claims, demands, actions, suits, investigations, and proceedings and resulting losses, damages, judgments, settlements, penalties, liabilities, costs, and expenses, including reasonable attorneys' fees and expert costs, arising out of or relating to:
(a) Client-supplied or Client-selected fixture information, specifications, IES or photometric files, lumen packages, product data, images, content, or claims;
(b) the Client's website, embedded deployment, branding, custom code, modifications, integrations, cookies, analytics, privacy practices, communications, advertisements, recommendations, warranties, representations, or sales statements;
(c) removal, concealment, alteration, disabling, minimization, or contradiction of a Company warning, disclaimer, notice, acceptance gate, Terms link, report footer, or required metadata;
(d) use, misuse, or reliance on the Service or an output through the Client's deployment, except to the extent the claim is finally determined to have been caused by conduct for which applicable law prohibits indemnification;
(e) fixture selection, quantity, purchase, sale, return, installation, construction, aiming, mounting, wiring, operation, inspection, approval, or acceptance decisions controlled by the Client or an End User;
(f) failure to verify inputs, assumptions, fixture data, applicable requirements, site conditions, calculations, or installed performance;
(g) project delay, rework, code or energy failure, failed inspection, property damage, personal injury, or other downstream claim arising from Client-controlled conduct, Client-supplied data, Client representations, or reliance through the Client's deployment;
(h) the Client's failure to provide a required notice, obtain required consent, honor privacy rights, or comply with applicable law;
(i) an allegation that Client data, content, branding, or instructions infringe, misappropriate, or violate another person's rights; or
(j) the Client's or its authorized users' breach of these Terms or violation of law.
The Company will provide reasonably prompt notice of a covered claim, except that delayed notice reduces the Client's obligation only to the extent the delay materially prejudices the defense. The Client will control the defense with counsel reasonably acceptable to the Company. The Company will provide reasonable cooperation at the Client's expense and may participate with its own counsel at its own expense.
The Client may not settle a claim without the Company's prior written consent if the settlement admits fault by a Company Protected Party, imposes an obligation or restriction on a Company Protected Party, fails to unconditionally release every Company Protected Party from the covered claim, or requires a payment by a Company Protected Party. The Company may assume control of the defense at the Client's expense if the Client fails to defend promptly or if a material conflict of interest exists.
The Client's obligations do not apply to the extent a final, nonappealable decision determines that the claim was caused by the Company's fraud, willful misconduct, gross negligence, or other conduct for which indemnification is prohibited by applicable law. Nothing in this Section requires indemnification where California or other applicable law prohibits it. The Client's obligations under this Section are not limited by the Company liability cap in Section 11 (Limitation of Liability).
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 the Company 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 (Exceptions) and a valid opt-out, every dispute arising out of or relating to the Service, an output, these Terms, 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 these Terms. 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 the Company or a Company 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 Company 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 accepts version 2026-06-18-final. The notice must use the subject 'Arbitration Opt-Out,' identify the Client's legal name, account administrator, account email, and acceptance 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.
14.1 By Client. The Client may cancel its subscription at any time, online and without contacting support, through the self-service billing portal — accessible from the Dashboard sidebar via 'Manage Billing,' which opens the Stripe customer portal where the Client can select 'Cancel subscription.' This self-service path is available at all times and requires no more steps than were required to subscribe. As an alternative, the Client may request cancellation by emailing support@sahalighting.com. Unless otherwise required by law or agreed in writing, cancellation takes effect at the end of the current paid billing period and no refund will be issued for the remaining period.
14.2 By Company for Cause. The Company may terminate or suspend the Client's access immediately upon written notice if: (a) the Client materially breaches these Terms and fails to cure such breach within ten (10) days of notice; (b) payment is not recovered after any applicable grace period; (c) the Client becomes insolvent or files for bankruptcy; or (d) the Client uses the Service in a manner that poses a security or legal risk to the Company or other clients.
14.3 Effect of Termination. Upon termination or account pause, the Client's right to access the Service may cease or be limited. The sections identified under "Survival" in Section 15 (General Provisions) survive termination.
No Third-Party Beneficiaries. These Terms create no third-party beneficiary rights, including for an End User, owner, contractor, installer, architect, engineer, or authority having jurisdiction, except that each Company Protected Party is an intended beneficiary of and may enforce the provisions that expressly protect it.
No Oral Modification or Extra Warranty. No Company or Client sales, support, technical, or other personnel has authority to create or modify a warranty, professional duty, liability commitment, indemnity, service level, or other obligation orally or through informal communications. A conflicting statement is not binding unless included in a written agreement signed by an authorized Company representative.
Service Changes and Suspension. The Company may perform maintenance and may modify, suspend, restrict, or discontinue all or part of the Service in good faith, including to address security, legal, technical, payment, misuse, or operational concerns. To the maximum extent permitted by law, the Company is not liable for such action.
Purchase Orders. A term in a Client purchase order, vendor portal, onboarding form, or other Client-issued document that conflicts with or adds to these Terms is rejected and void, even if the Company acknowledges the document, accepts payment, or performs, unless an authorized Company representative expressly agrees in a signed Order Form or Master Services Agreement.
Order of Precedence. A signed Master Services Agreement controls over these Terms only as expressly stated in that agreement. A signed Order Form controls commercial details and modifies another provision only if it expressly identifies that provision. The Data Processing Addendum controls solely for conflicts concerning processing of personal data. These Terms control in all other respects.
Changes and Reacceptance. The Company may update these Terms. For a material change, the Company will provide notice and require affirmative reacceptance before continued use. The acceptance record identifies the version that governs.
Electronic Communications. The Client consents to receive agreements, notices, disclosures, invoices, and records electronically and agrees that electronic communications satisfy legal writing requirements.
Assignment. The Client may not assign or transfer these Terms, an account, or access rights without the Company's prior written consent. The Company may assign these Terms in connection with a merger, reorganization, financing, sale of assets, or change of control.
Force Majeure. The Company is not liable for delay or failure caused by events beyond its reasonable control, including internet or utility failures, cloud-provider outages, labor disputes, governmental acts, natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, cyberattack by a third party, or failure of suppliers.
Notices. Legal notices to the Company must be sent to support@sahalighting.com and are effective when actually received. Notices to the Client may be sent to the administrator email on file.
Waiver. A failure to enforce a provision is not a waiver. A waiver must be written and signed by the waiving party.
Severability and Reformation. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective.
Entire Agreement. These Terms, the applicable Order Form, the Privacy Policy, and any applicable DPA or signed MSA are the entire agreement regarding the Service and supersede prior or contemporaneous discussions on that subject.
Survival. Payment obligations, intellectual property restrictions, confidentiality, preliminary-estimate and no-reliance provisions, warranty disclaimers, liability limitations, indemnification, dispute provisions, retention rights, and provisions that by their nature should survive will survive expiration or termination.
Contact: For questions regarding these Terms, contact Saha Sales Inc., a California corporation, doing business as Saha Lighting Solutions, at support@sahalighting.com or at the address provided in your subscription agreement.
Where the Client is subject to the EU GDPR, UK GDPR, or California CCPA/CPRA, the Company's Data Processing Agreement (available at sahalighting.com/legal/dpa-template.html) is hereby incorporated into and forms part of these Terms and applies automatically to all processing of personal data carried out by the Company on the Client's behalf, without the need for a separate signature. Where no counter-signed copy is executed, the Client's account and registration details supply the Controller identification required by that DPA. A counter-signed copy of the DPA is available on request to support@sahalighting.com. A Master Service Agreement template and Mutual NDA template are also available for enterprise engagements.