Terms & Conditions

Version 1.0

Preamble

Welcome to LED Architect Pro™, a professional software platform developed and owned by XTRA LLC ("XTRA," "Company," "we," "our," or "us").

LED Architect Pro™ is an engineering assistance, planning, documentation, visualization, and project management platform designed specifically for the live event, entertainment, broadcast, virtual production, corporate production, architectural LED, and digital display industries.

The platform provides tools for, among other things:

• LED system planning
• Video processor configuration
• Pixel mapping
• Resolution and canvas calculations
• Power planning
• Signal routing
• Equipment databases
• CAD and documentation generation
• Engineering recommendations
• Artificial Intelligence assisted design
• Collaboration and project management
• Training and educational resources

While LED Architect Pro™ incorporates sophisticated engineering methodologies and manufacturer specifications, it does not replace the judgment of qualified professionals. The software is intended to assist experienced users and improve planning efficiency, accuracy, documentation, and workflow consistency.

By creating an account, accessing the platform, downloading software, purchasing a subscription, or otherwise using LED Architect Pro™, you acknowledge that you have read, understood, and agree to be legally bound by these Terms & Conditions, our Privacy Policy, and any additional policies incorporated herein by reference.

If you do not agree to these Terms, you must discontinue use of the Service immediately.

Article 1 — Definitions

For purposes of these Terms & Conditions, the following definitions shall apply.

1.1 Company. "Company," "XTRA," "we," "our," or "us" means XTRA LLC, a Nevada limited liability company, including its subsidiaries, affiliates, successors, employees, contractors, licensors, and authorized representatives.

1.2 Service. "Service" means the LED Architect Pro™ platform, including all websites, desktop applications, mobile applications, cloud services, APIs, databases, downloadable content, software, documentation, AI services, reports, engineering engines, and related services operated by the Company.

1.3 Software. "Software" means all executable applications, cloud-hosted applications, source code, compiled code, scripts, algorithms, calculation engines, firmware integrations, updates, plug-ins, extensions, APIs, and supporting technologies provided by LED Architect Pro™.

1.4 User. "User" means any individual or entity accessing or using the Service, whether through a paid subscription, trial account, enterprise account, educational license, beta program, or other authorized means.

1.5 Account. "Account" means a registered user profile used to authenticate access to the Service.

1.6 Content. "Content" includes all information uploaded, submitted, imported, generated, exported, stored, or displayed through the Service, including but not limited to:

• Project files
• Drawings
• CAD files
• Images
• Videos
• Manufacturer specifications
• Equipment databases
• Documents
• Reports
• Notes
• AI prompts
• AI responses

1.7 User Content. "User Content" means Content owned or submitted by Users. Users retain ownership of their User Content except as otherwise provided within these Terms.

1.8 Company Content. "Company Content" includes:

• Source code
• Engineering Engine™
• ISRE™ (Intelligent System Recommendation Engine)
• Engineering Knowledge Base (EKB™)
• Documentation
• Training material
• Databases
• Graphics
• Icons
• Logos
• Trademarks
• AI models
• Proprietary workflows

1.9 Engineering Output. "Engineering Output" means any calculation, recommendation, diagram, report, processor configuration, cable routing suggestion, pixel map, power estimate, or planning document generated by the Service. Engineering Output is advisory in nature and must be independently reviewed before implementation.

1.10 AI Services. "AI Services" means any artificial intelligence, machine learning, natural language processing, recommendation engine, automation feature, or generative system integrated into the Service.

1.11 Manufacturer Data. "Manufacturer Data" means specifications, dimensions, electrical ratings, processing limits, product information, technical documentation, compatibility data, firmware references, and other information relating to third-party products.

1.12 Subscription. "Subscription" means any paid or unpaid plan that grants access to features of the Service.

1.13 Enterprise Customer. "Enterprise Customer" means any organization purchasing or administering multiple user licenses.

1.14 Beta Features. "Beta Features" means experimental or pre-release functionality made available for evaluation and testing. Beta Features may contain defects and are provided without warranty.

1.15 Applicable Law. "Applicable Law" means all local, state, federal, and international laws, regulations, ordinances, industry standards, and governmental requirements governing use of the Service.

Article 2 — Acceptance of Agreement

2.1 Acceptance. These Terms constitute a legally binding agreement between the User and XTRA LLC governing access to and use of LED Architect Pro™. By using the Service, the User represents that they have the legal authority to enter into this Agreement.

2.2 Age Requirement. Users must be at least eighteen (18) years of age or the age of legal majority in their jurisdiction, whichever is greater, unless using the Service under the supervision of a parent, guardian, educational institution, or authorized employer.

2.3 Business Use. If the User accesses the Service on behalf of an employer, client, or other legal entity, the User represents that they have authority to bind that organization to these Terms.

2.4 Additional Policies. The following documents are incorporated into these Terms by reference and form part of this Agreement:

• Privacy Policy
• End User License Agreement (EULA)
• Acceptable Use Policy
• Cookie Policy
• AI Usage Disclosure
• Engineering & Safety Disclaimer
• Manufacturer Data Policy
• Copyright & DMCA Policy
• Enterprise License Agreement (where applicable)

In the event of a conflict between these Terms and a separately negotiated Enterprise Agreement, the Enterprise Agreement shall control to the extent of the conflict.

2.5 Modifications. The Company may revise these Terms from time to time to reflect changes in the Service, applicable law, security practices, or business operations. Material changes will be communicated through the Service, by email, or by other reasonable means. Continued use of the Service following the effective date of revised Terms constitutes acceptance of those revisions.

2.6 Electronic Consent. The User agrees that electronic signatures, electronic records, click-through agreements, and digital acknowledgments satisfy any legal requirement that such communications be in writing.

2.7 No Professional Engineering Relationship. Use of LED Architect Pro™ does not create a professional engineering, architectural, legal, consulting, or fiduciary relationship between the Company and the User. The Company provides software tools and informational resources only. Responsibility for design decisions, engineering review, code compliance, safety, and project execution remains solely with the User and any qualified professionals retained by the User.

2.8 Entire Agreement. These Terms, together with all incorporated policies and any applicable written subscription or enterprise agreement, constitute the entire agreement between the User and XTRA LLC concerning use of the Service and supersede all prior discussions, representations, or agreements relating to the same subject matter.

Article 3 — Eligibility and Authorized Use

3.1 Eligibility. The Service is intended for professional, commercial, educational, and governmental use by individuals and organizations involved in the planning, engineering, operation, training, manufacture, integration, rental, installation, or support of LED display systems and related audiovisual technologies. Nothing in these Terms prohibits personal or hobbyist use, provided such use complies with all applicable laws and these Terms.

3.2 Legal Capacity. By using the Service, the User represents and warrants that:

• they possess the legal capacity to enter into binding agreements;
• all registration information is truthful, current, and complete;
• they will maintain accurate account information;
• they are not prohibited from using the Service under applicable law;
• they will comply with all applicable export control and sanctions laws.

3.3 Professional Responsibility. LED Architect Pro™ is designed as a professional planning and engineering assistance platform. Users acknowledge that successful implementation of any design requires appropriate professional knowledge, experience, and judgment. Users remain solely responsible for:

• engineering review;
• structural verification;
• electrical design;
• life safety compliance;
• manufacturer approvals;
• venue approvals;
• permitting;
• rigging approvals;
• code compliance;
• installation practices.

No output generated by the Service shall be interpreted as engineering certification or approval.

3.4 Geographic Availability. The Service may not be available in every jurisdiction. The Company reserves the right to restrict or deny access to the Service where prohibited by law or where operational, licensing, export-control, cybersecurity, or commercial considerations require such restrictions.

3.5 Export Compliance. Users agree not to access, export, re-export, transfer, or use the Service in violation of applicable export control laws or sanctions administered by the United States or other applicable governmental authorities.

3.6 Government Users. Government entities using the Service acknowledge that commercial software is provided subject to these Terms unless superseded by an applicable negotiated governmental agreement.

3.7 Educational Use. Educational licenses may be offered for instructional purposes. Educational licenses may:

• limit commercial use;
• include reduced functionality;
• restrict project size;
• prohibit resale or sublicensing.

The Company reserves the right to verify educational eligibility at any time.

3.8 Beta Participants. Users participating in beta programs acknowledge that beta features:

• may contain defects;
• may change without notice;
• may be discontinued;
• may produce inaccurate engineering recommendations;
• should not be relied upon in mission-critical environments.

Article 4 — User Accounts

4.1 Account Registration. Certain portions of the Service require creation of an account. Users agree to provide accurate and complete information during registration and to keep such information current.

4.2 Account Security. Users are responsible for maintaining the confidentiality of their login credentials. Users agree to:

• use strong passwords;
• safeguard authentication credentials;
• enable multi-factor authentication where available;
• promptly report unauthorized access.

The Company is not responsible for losses resulting from a User's failure to protect account credentials.

4.3 Single User Accounts. Unless expressly authorized through an Enterprise License Agreement, each account is licensed for use by a single individual. Account sharing is prohibited.

4.4 Organizational Accounts. Enterprise customers may assign administrator privileges to designated personnel. Enterprise administrators are responsible for:

• user provisioning;
• access control;
• license assignment;
• project ownership;
• organizational security policies.

4.5 Third-Party Authentication. Users may authenticate using approved third-party identity providers, including but not limited to:

• Google
• Microsoft
• Apple
• GitHub
• other supported providers

Use of third-party authentication is also subject to the terms and privacy policies of those providers.

4.6 Account Suspension. The Company may suspend or temporarily restrict access where reasonably necessary to:

• investigate fraud;
• respond to legal requests;
• protect platform security;
• prevent abuse;
• investigate intellectual property violations;
• address payment issues.

Where practical, Users will receive notice prior to suspension.

4.7 Account Termination. Users may close their accounts at any time. Termination does not automatically delete project data where retention is required by law, contract, backup procedures, or legitimate business purposes. Data retention is governed by the Privacy Policy.

4.8 Inactive Accounts. The Company reserves the right to archive, deactivate, or remove inactive accounts after extended periods of inactivity, subject to applicable law and any subscription agreement. Reasonable notice will generally be provided before permanent deletion of account data.

4.9 Account Ownership. Accounts belong to the individual or organization that purchased or controls the subscription. Where ownership is disputed, the Company reserves the right to request documentation establishing ownership before making administrative changes.

4.10 Responsibility for Activity. Users are responsible for all activities occurring through their accounts, whether authorized or unauthorized, unless resulting solely from the Company's negligence or security breach.

Article 5 — Subscription Services and Licensing

5.1 Subscription Plans. LED Architect Pro™ may be offered under multiple licensing models, including:

• Free
• Trial
• Professional
• Business
• Enterprise
• Educational
• Beta
• Custom licensing agreements

Features available under each plan are described on the Company's website or applicable order form.

5.2 License Scope. Subject to payment of applicable fees and compliance with these Terms, the Company grants Users a limited, revocable, non-exclusive, non-transferable license to access and use the Service. No ownership rights are transferred.

5.3 Subscription Fees. Subscription fees shall be billed in accordance with the selected billing cycle. Fees may include:

• monthly subscriptions;
• annual subscriptions;
• enterprise licensing;
• educational licensing;
• professional services;
• training services;
• marketplace purchases;
• premium AI usage;
• additional cloud storage.

5.4 Automatic Renewal. Unless otherwise stated, subscriptions automatically renew at the conclusion of each billing period until cancelled by the User. Renewal pricing may change upon advance notice as required by applicable law.

5.5 Payment Processing. Payments may be processed through authorized third-party payment providers. The Company does not store complete payment card information. Users authorize recurring charges for automatically renewing subscriptions unless cancelled before the renewal date.

5.6 Taxes. Users are responsible for all applicable taxes, duties, levies, and governmental charges associated with their subscription, excluding taxes imposed on the Company's income.

5.7 Price Changes. The Company reserves the right to modify subscription pricing. Price increases shall not take effect for an existing billing period and will generally be communicated in advance.

5.8 Trial Subscriptions. Trial subscriptions may expire automatically. At the conclusion of a trial period, access may be limited unless a paid subscription is activated. Projects created during a trial may remain available for a limited time as described in the applicable subscription documentation.

5.9 Upgrades and Downgrades. Users may upgrade or downgrade subscription plans where supported. Feature availability, storage limits, AI usage limits, and project access may change immediately or at the next renewal cycle depending upon the selected plan.

5.10 Refund Policy. Except where required by law or expressly stated in a written agreement, subscription fees are non-refundable. Nothing in this section limits any non-waivable consumer rights provided under applicable law.

5.11 Suspension for Non-Payment. Failure to pay subscription fees may result in:

• suspension of account access;
• restricted functionality;
• read-only access;
• delayed synchronization;
• eventual termination following reasonable notice.

5.12 Future Licensing Models. The Company may introduce additional licensing options, including usage-based pricing, manufacturer licenses, marketplace licensing, API licensing, training subscriptions, certification programs, and enterprise service bundles. Such offerings shall be governed by these Terms unless supplemented by additional written agreements.

Article 6 — Software License

6.1 License Grant. Subject to continuous compliance with these Terms & Conditions, payment of all applicable subscription fees, and adherence to all applicable laws, XTRA LLC ("Company") grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use LED Architect Pro™ ("Service") solely for its intended purposes. This license is granted for the duration of the applicable subscription term or other authorized access period. No ownership interest in the Service or any portion thereof is transferred to the User.

6.2 Scope of License. The license permits authorized Users to utilize the Service for legitimate business, educational, governmental, or personal purposes, including but not limited to:

• LED wall planning
• Display system engineering
• Processor configuration
• Pixel mapping
• Resolution planning
• Signal routing
• Power planning
• Documentation
• Project management
• Training
• Equipment evaluation
• AI-assisted engineering workflows

The license is limited to the subscription tier purchased.

6.3 Cloud Services. Certain functionality is delivered through cloud infrastructure. The User acknowledges that access to cloud-hosted functionality requires:

• an Internet connection;
• compatible hardware;
• supported software;
• ongoing authentication;
• compliance with security requirements.

Temporary interruptions may occur due to maintenance, upgrades, outages, or circumstances beyond the Company's reasonable control.

6.4 Software Updates. The Company may release updates, upgrades, bug fixes, security patches, database revisions, AI model improvements, firmware compatibility updates, and new functionality. Unless otherwise specified, such updates become part of the licensed Service and are governed by these Terms. The Company is under no obligation to continue supporting any particular feature, module, or software version indefinitely.

6.5 Feature Availability. Features may vary depending upon:

• subscription tier;
• geographic location;
• regulatory requirements;
• beta participation;
• enterprise agreements;
• manufacturer partnerships;
• hardware compatibility.

The Company reserves the right to modify available features without creating any obligation to continue offering obsolete functionality.

6.6 AI Services. The Service may include artificial intelligence technologies, including but not limited to:

• Engineering Engine™
• ISRE™ (Intelligent System Recommendation Engine)
• Engineering Knowledge Base (EKB™)
• CrewIQ™ integrations
• Automated processor recommendations
• Cable routing recommendations
• Engineering calculations
• Natural language assistants

AI-generated output is intended solely to assist Users. Users remain solely responsible for verifying all recommendations before implementation. AI output shall never be construed as:

• engineering certification;
• professional advice;
• legal advice;
• electrical approval;
• structural approval;
• safety approval.

6.7 Engineering Calculations. The Service may generate engineering calculations including:

• pixel counts;
• canvas dimensions;
• processor utilization;
• cable distances;
• power estimates;
• bandwidth estimates;
• processor mapping;
• receiver card layouts;
• equipment recommendations.

Such calculations are planning aids only. The User acknowledges that all engineering outputs must be independently reviewed and verified before construction, installation, procurement, or operation.

6.8 Manufacturer Databases. The Service may contain manufacturer specifications obtained from public documentation, manufacturer submissions, industry references, or other sources believed to be reliable. Specifications may change without notice. Manufacturer documentation always supersedes information contained within the Service. The Company does not warrant that all applicable specifications remain current or error-free.

6.9 Project Storage. Where cloud storage is provided, Users retain ownership of their project files subject to the rights granted under these Terms. The Company reserves the right to establish reasonable storage limits, archival policies, backup schedules, and retention periods.

6.10 Educational Use. Educational institutions may receive specialized licensing. Educational licenses may prohibit:

• commercial engineering;
• commercial deployment;
• commercial consulting;
• resale;
• sublicensing.

Educational projects may contain watermarks or other identifying indicators.

6.11 Enterprise Licensing. Organizations purchasing enterprise subscriptions receive only those rights expressly granted within the applicable Enterprise Agreement. Nothing contained herein grants ownership of the Software, databases, source code, or proprietary methodologies.

6.12 Reservation of Rights. All rights not expressly granted herein are reserved by XTRA LLC. No implied licenses are granted.

Article 7 — License Restrictions

7.1 General Restrictions. Except as expressly authorized in writing by the Company, Users shall not:

• copy the Software except as permitted by law;
• sell the Software;
• rent the Software;
• lease the Software;
• sublicense the Software;
• distribute the Software;
• assign the Software;
• transfer the Software.

7.2 Reverse Engineering. Except where expressly prohibited from restriction by applicable law, Users shall not:

• reverse engineer;
• decompile;
• disassemble;
• decode;
• derive source code;
• analyze proprietary algorithms;
• circumvent security mechanisms.

7.3 Unauthorized Access. Users shall not:

• bypass authentication;
• access unauthorized accounts;
• exploit vulnerabilities;
• interfere with platform security;
• test security without written authorization;
• perform penetration testing against production systems without prior approval.

Responsible vulnerability disclosure shall be governed by the Company's Security Policy.

7.4 Automated Access. Except through officially documented APIs or written authorization, Users shall not:

• scrape the Service;
• crawl databases;
• harvest manufacturer information;
• automate bulk downloads;
• mirror the platform;
• extract proprietary datasets.

7.5 Competitive Use. Users may not use LED Architect Pro™ or any portion thereof to develop, train, benchmark, or improve a competing software platform using proprietary data, engineering methodologies, AI outputs, documentation, workflows, or databases without the Company's prior written consent.

7.6 Removal of Notices. Users shall not remove, obscure, or alter any:

• copyright notices;
• trademark notices;
• patent notices;
• proprietary legends;
• attribution requirements;
• licensing identifiers.

7.7 Misrepresentation. Users shall not falsely represent that:

• Company-generated engineering reports were independently produced;
• AI-generated recommendations were manually authored by licensed professionals;
• engineering calculations constitute certified engineering documents.

7.8 Dangerous Applications. The Service is not designed for life-support systems, aviation flight control, nuclear facilities, military weapons systems, emergency response dispatch, or any application in which software failure could reasonably result in death, catastrophic environmental damage, or severe bodily injury. Use in such environments is prohibited unless expressly authorized under a separately negotiated written agreement.

7.9 Compliance with Laws. Users shall comply with all applicable laws, regulations, building codes, electrical codes, occupational safety requirements, intellectual property laws, export regulations, and venue-specific requirements while using the Service.

7.10 Violations. Violation of this Article constitutes a material breach of these Terms. The Company may immediately suspend or terminate access, seek injunctive relief, recover damages where permitted by law, and pursue any other remedies available under applicable law or equity.

7.11 Survival. The restrictions contained within this Article survive termination of the Agreement to the extent necessary to protect the Company's intellectual property, confidential information, trade secrets, and other proprietary rights.

Article 8 — Intellectual Property

8.1 Ownership. LED Architect Pro™, together with all software, technology, databases, engineering methodologies, documentation, graphical interfaces, artificial intelligence systems, proprietary workflows, reports, and related materials, is the exclusive intellectual property of XTRA LLC or its licensors. Except for the limited license expressly granted in these Terms, no ownership rights are transferred to the User.

8.2 Protected Property. The Company's intellectual property includes, without limitation:

• LED Architect Pro™
• Engineering Engine™
• ISRE™ (Intelligent System Recommendation Engine)
• Engineering Knowledge Base (EKB™)
• CrewIQ™ integrations
• Proprietary calculation methodologies
• AI prompt libraries
• Engineering algorithms
• Equipment databases
• User interface designs
• Documentation
• Training materials
• Graphics
• Icons
• Logos
• Source code
• Object code
• APIs
• Templates
• Reports
• CAD generation logic
• Product taxonomies
• Documentation formats

whether registered or unregistered under applicable intellectual property laws.

8.3 Trademarks. LED Architect Pro™, Engineering Engine™, ISRE™, Engineering Knowledge Base™, CrewIQ™, and all related names, logos, branding elements, slogans, and service marks are trademarks or trade dress of XTRA LLC unless otherwise indicated. Nothing contained within the Service grants permission to use any trademark without prior written authorization.

8.4 Copyright. All software, documentation, databases, graphics, videos, educational materials, reports, and content created by the Company are protected under United States and international copyright laws. Unauthorized reproduction, distribution, public display, modification, or creation of derivative works is prohibited except as expressly authorized.

8.5 Trade Secrets. Users acknowledge that the Service incorporates valuable confidential information and trade secrets, including engineering methodologies, AI workflows, optimization algorithms, database structures, recommendation logic, and proprietary operational processes. Users agree not to misappropriate, disclose, or exploit such trade secrets.

8.6 Feedback. Users may voluntarily provide suggestions, feature requests, bug reports, comments, or other feedback. Unless otherwise agreed in writing, all feedback may be used by the Company without restriction or compensation. The User grants the Company a perpetual, worldwide, irrevocable, royalty-free license to use such feedback for any lawful purpose.

8.7 Open Source Components. The Service may incorporate open-source software licensed under separate license terms. Nothing in these Terms modifies the rights or obligations associated with applicable open-source licenses.

8.8 Third-Party Intellectual Property. Third-party trademarks, product names, manufacturer specifications, logos, and copyrighted materials remain the property of their respective owners. Reference to third-party products does not imply sponsorship, endorsement, or affiliation unless expressly stated.

8.9 Reservation of Rights. All intellectual property rights not expressly granted herein remain exclusively reserved by XTRA LLC.

Article 9 — User Content

9.1 Ownership of User Content. Users retain ownership of all original User Content submitted to the Service, including:

• project files;
• engineering notes;
• drawings;
• photographs;
• videos;
• CAD files;
• imported specifications;
• custom databases;
• uploaded documentation;
• presentations;
• reports.

The Company claims no ownership interest in User Content except as expressly provided herein.

9.2 License to the Company. To operate the Service, the User grants XTRA LLC a non-exclusive, worldwide, royalty-free license to:

• store;
• host;
• process;
• reproduce;
• display;
• transmit;
• back up;
• index;
• convert;
• analyze;
• synchronize;

User Content solely for purposes of providing, securing, improving, maintaining, and supporting the Service. This license terminates when User Content is permanently deleted, except where retention is required by law, backup processes, or contractual obligations.

9.3 Responsibility for User Content. Users are solely responsible for all User Content they upload or create. Users represent and warrant that they possess all necessary rights, permissions, licenses, and authority to submit such content.

9.4 Prohibited Content. Users shall not upload or distribute content that:

• infringes intellectual property rights;
• contains malicious software;
• violates privacy rights;
• contains unlawful material;
• includes defamatory content;
• promotes illegal activity;
• contains fraudulent manufacturer specifications;
• intentionally compromises engineering safety.

9.5 Public Sharing. Where the Service allows project sharing or collaboration, Users remain responsible for determining who may access their projects. The Company is not responsible for disclosures resulting from User-configured sharing permissions.

9.6 AI Processing. Certain AI-powered features may analyze User Content solely for the purpose of generating engineering recommendations, documentation, automation, search functionality, or user-requested AI assistance. Unless otherwise disclosed or expressly authorized, User Content will not be used to train general-purpose AI models owned by the Company.

9.7 Removal of Content. The Company reserves the right to remove or restrict access to User Content that reasonably appears to violate these Terms, applicable law, or the rights of third parties. Where practical, Users will be notified and provided an opportunity to respond before permanent removal.

9.8 Data Portability. Subject to subscription limitations and applicable law, Users may export their project data using available export tools. The Company does not guarantee compatibility with third-party software.

9.9 Survival. The rights necessary for backup, legal compliance, dispute resolution, and security investigations survive deletion of User Content to the extent reasonably required.

Article 10 — Engineering Output and Professional Responsibility

10.1 Purpose of Engineering Output. Engineering Output generated by LED Architect Pro™ is intended solely as a planning and decision-support tool. It is not a substitute for professional engineering judgment.

10.2 No Engineering Certification. Nothing produced by the Service shall be interpreted as:

• stamped engineering drawings;
• structural certification;
• electrical certification;
• code compliance verification;
• safety approval;
• manufacturer approval;
• venue approval;
• permit documentation.

10.3 Verification Requirement. Users shall independently verify all Engineering Output before relying upon it for:

• procurement;
• fabrication;
• installation;
• programming;
• commissioning;
• live operation;
• client delivery.

10.4 Manufacturer Specifications. Although the Company makes reasonable efforts to maintain accurate manufacturer databases, specifications may become outdated, revised, withdrawn, or superseded. Users must verify all technical information against the latest official manufacturer documentation before implementation.

10.5 Professional Judgment. The Service cannot evaluate every variable affecting a live production environment, including:

• venue conditions;
• structural limitations;
• weather;
• labor competency;
• equipment condition;
• local regulations;
• unforeseen operational risks.

Professional judgment remains essential.

10.6 AI-Assisted Recommendations. Engineering recommendations generated by artificial intelligence are probabilistic in nature and may contain inaccuracies, omissions, or unsuitable recommendations. Users shall not rely exclusively upon AI-generated output when making engineering, purchasing, safety, or operational decisions.

10.7 User Responsibility. The User remains solely responsible for:

• engineering decisions;
• processor mapping;
• signal routing;
• power distribution;
• cable selection;
• network configuration;
• structural integrity;
• ballast calculations;
• wind-loading considerations;
• equipment compatibility;
• code compliance;
• installation procedures;
• final system performance.

10.8 High-Risk Activities. The Service is intended to support qualified professionals. Users acknowledge that errors in engineering, rigging, electrical work, or live-event operations may result in significant property damage, financial loss, serious bodily injury, or death. The User assumes responsibility for ensuring that all work is performed by appropriately qualified personnel.

10.9 Limitation of Reliance. No report, drawing, recommendation, calculation, AI response, equipment list, processor configuration, or Engineering Output generated by the Service creates any warranty, guarantee, certification, or professional duty owed by the Company to the User or any third party.

10.10 Continuing Improvement. The Company continually refines its engineering methodologies, AI systems, equipment databases, and calculation engines. Engineering Output may change as the Service evolves, and previously generated recommendations may differ from those produced by future software versions. Users are encouraged to regenerate engineering analyses after significant software updates to take advantage of improvements and corrections.

Article 11 — Warranties and Disclaimers

11.1 "As Is" and "As Available". LED Architect Pro™ ("Service") is provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis to the fullest extent permitted by applicable law. XTRA LLC ("Company") makes no representations or warranties except as expressly stated in a written agreement executed by an authorized representative of the Company.

11.2 No Warranty of Performance. The Company does not warrant that the Service:

• Will operate uninterrupted;
• Will always be available;
• Will be error-free;
• Will be free from software defects;
• Will be free from security vulnerabilities;
• Will satisfy every operational requirement;
• Will remain compatible with all third-party hardware or software;
• Will continue supporting every feature indefinitely.

Temporary interruptions may occur due to maintenance, updates, third-party service disruptions, Internet outages, force majeure events, or circumstances beyond the Company's reasonable control.

11.3 No Engineering Warranty. Although LED Architect Pro™ incorporates engineering methodologies, manufacturer specifications, calculation engines, and artificial intelligence technologies intended to improve planning accuracy, the Company makes no warranty that any Engineering Output is complete, accurate, suitable, current, or appropriate for any specific project. Engineering Output is provided solely as a planning aid and must be independently verified by qualified personnel before implementation.

11.4 No Warranty of Merchantability. To the fullest extent permitted by law, the Company disclaims all implied warranties of merchantability.

11.5 No Warranty of Fitness for a Particular Purpose. The Company disclaims any implied warranty that the Service is fit for a particular purpose, project, installation, production, or business objective.

11.6 No Warranty of Non-Infringement. Except where expressly prohibited by applicable law, the Company disclaims any implied warranty that the Service or User-generated outputs do not infringe the intellectual property rights of third parties.

11.7 Third-Party Information. The Service may incorporate manufacturer specifications, technical documentation, third-party integrations, publicly available information, or information supplied by third parties. The Company does not warrant the completeness, availability, timeliness, or accuracy of third-party information. Manufacturer documentation shall always govern over information contained within the Service.

11.8 Beta Features. Beta, preview, experimental, or early-access features are provided solely for evaluation purposes. Such features:

• may contain software defects;
• may generate inaccurate results;
• may change without notice;
• may be discontinued at any time;
• are provided without warranty of any kind.

Users assume all risks associated with Beta Features.

11.9 Artificial Intelligence. Artificial intelligence systems are inherently probabilistic. AI-generated responses may contain:

• inaccuracies;
• omissions;
• outdated information;
• unsuitable engineering recommendations;
• incomplete analyses.

The Company makes no warranty regarding AI-generated content. Users remain solely responsible for verifying all AI-generated information.

Article 12 — Engineering, Safety, and Professional Responsibility

12.1 Engineering Assistance Only. LED Architect Pro™ is an engineering assistance and planning platform. It is not:

• a licensed engineering service;
• an architectural service;
• an electrical engineering service;
• a structural engineering service;
• a substitute for qualified professional judgment.

12.2 No Professional Relationship. Use of the Service does not establish:

• an engineer-client relationship;
• an architect-client relationship;
• a consultant-client relationship;
• a fiduciary relationship; or
• any professional duty owed by the Company to the User or any third party.

12.3 Structural Engineering. The Service does not certify:

• structural integrity;
• roof loading;
• truss capacity;
• dead loads;
• live loads;
• point loading;
• ballast requirements;
• anchoring methods;
• foundation design;
• wind loading;
• seismic design.

These determinations must be performed by qualified professionals where required.

12.4 Electrical Systems. Power calculations generated by the Service are estimates intended to assist planning. Users remain responsible for ensuring compliance with:

• applicable electrical codes;
• venue requirements;
• utility requirements;
• generator sizing;
• grounding requirements;
• manufacturer documentation.

12.5 Safety. Nothing generated by the Service authorizes or approves unsafe work practices. Users remain responsible for compliance with:

• applicable occupational safety regulations;
• venue safety policies;
• employer safety programs;
• equipment manufacturer's safety instructions;
• local governmental requirements.

12.6 Manufacturer Documentation. Official documentation published by equipment manufacturers supersedes any conflicting information generated by the Service. Users shall verify:

• processor capacities;
• firmware compatibility;
• cabinet specifications;
• cable limitations;
• electrical ratings;
• installation procedures;
• safety notices;
• processor configuration;
• signal routing;
• power distribution;
• equipment compatibility;
• structural design;
• code compliance;
• installation methods;
• commissioning procedures;
• operational safety;
• final project performance.

12.7 Qualified Personnel. The Service is intended for use by trained individuals or by persons working under appropriate supervision. The Company strongly recommends that installation, rigging, electrical work, programming, commissioning, and live operation be performed by qualified personnel.

12.8 User Responsibility. The User accepts sole responsibility for:

• engineering decisions;
• purchasing decisions.

Article 13 — Limitation of Liability

13.1 Limitation. To the fullest extent permitted by applicable law, XTRA LLC and its owners, officers, directors, employees, contractors, licensors, affiliates, third-party integrations, successors, and agents shall not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages arising from or relating to the Service.

13.2 Excluded Damages. Without limitation, the Company shall not be liable for:

• lost profits;
• lost business opportunities;
• loss of contracts;
• production delays;
• show cancellations;
• venue penalties;
• equipment damage;
• labor costs;
• travel expenses;
• substitute equipment costs;
• reputational harm;
• business interruption;
• lost data;
• lost goodwill.

This limitation applies even if the Company has been advised of the possibility of such damages.

13.3 Maximum Liability. Except where prohibited by applicable law, the Company's total cumulative liability arising out of or relating to the Service shall not exceed the greater of:

1. One hundred United States Dollars (US $100); or
2. The total subscription fees actually paid by the User to XTRA LLC for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

13.4 Essential Basis. The parties acknowledge that the pricing of the Service reflects the allocation of risk established by this Agreement and that the limitations contained herein constitute an essential basis of the bargain between the parties.

13.5 Jurisdictional Limitations. Some jurisdictions do not permit exclusion or limitation of certain warranties or damages. Where such laws apply, portions of this Article shall apply only to the maximum extent permitted by applicable law.

Article 14 — Indemnification

14.1 User Indemnification. The User agrees to defend, indemnify, and hold harmless XTRA LLC and its officers, directors, employees, contractors, affiliates, licensors, successors, and agents from and against any claims, liabilities, damages, judgments, settlements, penalties, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• violation of these Terms;
• misuse of the Service;
• User Content;
• infringement of third-party rights;
• violation of applicable law;
• negligent or intentional acts or omissions by the User;
• engineering decisions made by the User;
• construction or installation based upon User decisions;
• injury to persons or damage to property arising from implementation of User projects.

14.2 Company Cooperation. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification. The User agrees to cooperate fully in such defense.

14.3 No Settlement Without Consent. The User shall not settle any claim affecting the Company without the Company's prior written consent if such settlement imposes obligations upon or admits liability on behalf of the Company.

Article 15 — Insurance and Risk Allocation

15.1 User Responsibility. The User is solely responsible for obtaining and maintaining any insurance coverage appropriate for its business, personnel, equipment, projects, and operations.

15.2 No Insurance Relationship. Nothing contained in these Terms shall be construed as creating any insurance relationship between the Company and the User. Use of the Service does not provide insurance coverage of any kind.

15.3 Commercial Operations. Organizations using LED Architect Pro™ for commercial engineering, production, installation, or consulting activities are encouraged to maintain appropriate insurance, which may include:

• Commercial General Liability;
• Professional Liability (Errors & Omissions);
• Workers' Compensation;
• Cyber Liability;
• Commercial Automobile Liability;
• Inland Marine or Equipment Insurance, as applicable.

The Company does not require or verify such coverage unless expressly stated in a separate written agreement.

15.4 Allocation of Risk. The User acknowledges that the Service is a software platform intended to assist engineering and project planning. The User accepts all risks associated with the implementation of Engineering Output, including procurement, fabrication, installation, commissioning, operation, and maintenance. The pricing of the Service reflects this allocation of responsibility between the parties.

Article 16 — Suspension and Termination

16.1 Right to Suspend. XTRA LLC ("Company") reserves the right to suspend, restrict, or temporarily disable access to LED Architect Pro™ ("Service") when the Company reasonably believes such action is necessary to:

• Protect the security or integrity of the Service;
• Prevent fraud or unauthorized access;
• Investigate suspected violations of these Terms;
• Comply with applicable law or governmental requests;
• Prevent harm to users or third parties;
• Respond to cybersecurity incidents;
• Address non-payment of subscription fees;
• Prevent misuse of Company intellectual property.

Whenever commercially reasonable, the Company will provide advance notice of a suspension. Immediate suspension may occur without notice where necessary to protect the Service or comply with legal obligations.

16.2 Suspension for Non-Payment. Failure to pay subscription fees when due may result in:

• Temporary suspension of access;
• Conversion of the account to read-only status;
• Suspension of cloud synchronization;
• Suspension of API access;
• Restriction of premium features.

The Company may restore access upon receipt of all outstanding amounts unless the account has otherwise been terminated.

16.3 Suspension for Security. The Company may immediately suspend access if it reasonably believes an account has been compromised or is being used to:

• Distribute malware;
• Circumvent licensing;
• Access unauthorized systems;
• Launch attacks against the Service;
• Interfere with other users;
• Engage in fraudulent activity.

Such suspension may remain in effect until the Company determines that the security risk has been resolved.

16.4 Termination by the User. Users may terminate their subscription or close their account at any time in accordance with the applicable subscription process. Termination does not relieve the User of any obligation to pay amounts accrued before the effective date of termination.

16.5 Termination by the Company. The Company may terminate this Agreement immediately upon written or electronic notice if the User:

• Materially breaches these Terms;
• Repeatedly violates the Acceptable Use Policy;
• Infringes intellectual property rights;
• Uses the Service for unlawful purposes;
• Misuses AI functionality;
• Attempts to reverse engineer proprietary technology;
• Engages in fraudulent conduct;
• Fails to cure a material breach within thirty (30) days after notice, where the breach is capable of cure.

16.6 Effect of Termination. Upon termination:

• All licenses granted under these Terms immediately terminate.
• The User must cease using the Service.
• Access credentials may be disabled.
• Cloud-hosted services may become inaccessible.
• Certain User Content may remain available for export during any applicable grace period, if offered.

16.7 Data After Termination. Following termination, the Company may:

• Retain information as required by law;
• Retain backups for disaster recovery;
• Retain records necessary for accounting, audit, fraud prevention, dispute resolution, or enforcement of legal rights;
• Permanently delete User Content following applicable retention periods.

The Company is under no obligation to retain User Content indefinitely after termination.

16.8 Survival. Termination does not affect provisions intended by their nature to survive, including but not limited to:

• Intellectual Property;
• Confidentiality;
• Warranty Disclaimers;
• Limitation of Liability;
• Indemnification;
• Governing Law;
• Dispute Resolution;
• Payment Obligations;
• Audit Rights;
• Survival.

Article 17 — Confidential Information

17.1 Definition. "Confidential Information" means non-public information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include:

• Source code;
• Product roadmaps;
• Proprietary engineering methodologies;
• AI models;
• Algorithms;
• Customer lists;
• Pricing information;
• Technical documentation;
• Business strategies;
• Product development plans;
• Non-public manufacturer information;
• Security procedures.

17.2 Exclusions. Confidential Information does not include information that:

• Is publicly available through no fault of the receiving party;
• Was lawfully known prior to disclosure;
• Is independently developed without use of Confidential Information;
• Is lawfully received from a third party without confidentiality obligations.

17.3 Obligations. The receiving party shall:

• Protect Confidential Information using reasonable care, and no less than the care used to protect its own confidential information;
• Use Confidential Information solely for purposes authorized by these Terms;
• Restrict disclosure to employees, contractors, or advisors who have a legitimate need to know and who are bound by appropriate confidentiality obligations.

17.4 Required Disclosure. If disclosure of Confidential Information is required by law, subpoena, or court order, the receiving party shall, where legally permitted:

• Promptly notify the disclosing party;
• Cooperate in seeking protective treatment;
• Disclose only the portion legally required.

17.5 Duration. The obligations contained in this Article survive termination of the Agreement for five (5) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

Article 18 — Export Controls and Sanctions

18.1 Compliance. The User agrees to comply with all applicable export control, sanctions, customs, and international trade laws, including those administered by the United States and any other applicable jurisdiction.

18.2 Restricted Persons. The User represents and warrants that they are not:

• Located in a country subject to comprehensive trade sanctions that prohibit use of the Service;
• Listed on any applicable government restricted-party list;
• Acting on behalf of a prohibited person or entity.

18.3 Prohibited Exports. Users shall not export, re-export, transfer, or provide access to the Service in violation of applicable export control laws.

18.4 Government End Users. Government users remain responsible for ensuring that use of the Service complies with all procurement, export, and regulatory requirements applicable to their organization.

Article 19 — Force Majeure

19.1 Force Majeure Events. Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including but not limited to:

• Natural disasters;
• Floods;
• Fires;
• Earthquakes;
• Severe weather;
• Epidemics or pandemics;
• Acts of terrorism;
• War;
• Civil unrest;
• Government actions;
• Labor disputes;
• Utility failures;
• Internet outages;
• Telecommunications failures;
• Cloud infrastructure failures;
• Cyberattacks by third parties;
• Shortages of materials or services.

19.2 Mitigation. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as practicable.

19.3 Extended Events. If a Force Majeure event continues for more than ninety (90) consecutive days and materially prevents performance of the Agreement, either party may terminate the affected services upon written notice without further liability, except for payment obligations that accrued before the Force Majeure event.

Article 20 — Compliance, Audit Rights, and Records

20.1 Compliance with Agreement. Users agree to use the Service in accordance with:

• These Terms & Conditions;
• The Privacy Policy;
• The Acceptable Use Policy;
• The End User License Agreement;
• Applicable laws and regulations;
• Manufacturer licensing requirements where applicable.

20.2 License Verification. To protect against unauthorized use, the Company may implement reasonable technical measures to verify compliance with subscription and licensing terms. Such measures shall be limited to information reasonably necessary to confirm authorized use and shall be conducted in accordance with the Privacy Policy.

20.3 Enterprise Audit Rights. For Enterprise subscriptions only, where the Company has a reasonable basis to believe an organization is materially exceeding licensed usage, the Company may request reasonable documentation sufficient to verify compliance. Any such review shall:

• Be conducted during normal business hours;
• Minimize disruption;
• Be subject to reasonable confidentiality obligations;
• Be limited to information relevant to licensing compliance.

20.4 Record Retention. The Company may maintain records relating to:

• License issuance;
• Subscription status;
• Billing history;
• Security events;
• Account activity;
• Support interactions;
• Compliance investigations;

for periods reasonably necessary to comply with legal obligations, enforce contractual rights, maintain security, and support business operations.

20.5 Cooperation. Users agree to reasonably cooperate with investigations relating to:

• Security incidents;
• Intellectual property violations;
• Fraud;
• Misuse of the Service;
• Material violations of these Terms.

Nothing in this Article requires a User to waive any legal privilege or right afforded under applicable law.

Article 21 — Governing Law

21.1 Applicable Law. These Terms & Conditions, the Privacy Policy, the End User License Agreement, the Acceptable Use Policy, and all related agreements governing the use of LED Architect Pro™ (collectively, the "Agreement") shall be governed by and construed in accordance with the laws of the State of Nevada, United States of America, without regard to its conflict of law principles. Nothing in this Agreement limits any non-waivable rights that a consumer may have under the laws of the jurisdiction in which they reside.

21.2 Uniform Commercial Code. To the extent permitted by applicable law, the parties agree that any provisions of the Uniform Commercial Code that may otherwise apply shall not govern this Agreement except where their application cannot legally be excluded.

21.3 International Users. Users accessing the Service from outside the United States acknowledge that they are responsible for compliance with all applicable local laws. The Company makes no representation that the Service is appropriate or lawful for use in every jurisdiction.

21.4 United Nations Convention. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

Article 22 — Dispute Resolution

22.1 Good Faith Resolution. Before initiating formal legal proceedings, the parties agree to make a good-faith effort to resolve disputes informally. The party raising a dispute shall provide written notice describing:

• the nature of the dispute;
• the factual basis;
• the requested resolution; and
• supporting documentation where appropriate.

Unless immediate legal action is required to protect intellectual property or prevent irreparable harm, the parties shall attempt to resolve the dispute through good-faith discussions for at least thirty (30) days after receipt of such notice.

22.2 Mediation. If the dispute is not resolved through informal negotiations, either party may request confidential mediation before initiating arbitration. Unless otherwise agreed, mediation shall occur in Clark County, Nevada, or by secure videoconference. Each party shall bear its own costs, with mediator fees shared equally unless otherwise agreed.

22.3 Binding Arbitration. Except as expressly provided in this Agreement, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator experienced in commercial technology disputes.

22.4 Arbitration Location. Unless otherwise agreed by the parties, arbitration shall take place in Clark County, Nevada, or by remote electronic proceedings where permitted by the applicable arbitration rules.

22.5 Arbitration Authority. The arbitrator shall have authority to determine:

• arbitrability;
• jurisdiction;
• interpretation of this Agreement;
• available remedies;
• allocation of costs as permitted by applicable law.

The arbitrator shall have no authority to award remedies prohibited by this Agreement.

22.6 Confidentiality. Arbitration proceedings, mediation proceedings, settlement discussions, and related documents shall remain confidential except as necessary to:

• enforce an arbitration award;
• comply with legal obligations;
• protect legal rights;
• satisfy governmental reporting requirements.

22.7 Exceptions. Nothing in this Article prevents either party from seeking:

• temporary restraining orders;
• preliminary injunctions;
• permanent injunctions;
• equitable relief;

from a court of competent jurisdiction to protect:

• intellectual property;
• confidential information;
• trade secrets;
• cybersecurity;
• unauthorized access.

Article 23 — Venue, Class Action Waiver, and Jury Trial Waiver

23.1 Exclusive Venue. Where a claim is permitted to proceed in court rather than arbitration, the parties agree that exclusive jurisdiction and venue shall lie in the state or federal courts located in Clark County, Nevada, unless applicable law requires otherwise. Each party irrevocably submits to the personal jurisdiction of those courts.

23.2 Class Action Waiver. To the fullest extent permitted by applicable law, each party agrees that any dispute shall be brought solely in an individual capacity. Neither party shall participate as:

• a class representative;
• a class member;
• a private attorney general;
• a representative plaintiff;

in any class, consolidated, collective, or representative proceeding relating to the Service.

23.3 Consolidated Proceedings. Unless all parties expressly agree in writing, disputes involving different users shall not be consolidated into a single arbitration or judicial proceeding.

23.4 Jury Trial Waiver. To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury for disputes arising out of or relating to this Agreement.

23.5 Attorneys' Fees. Unless otherwise required by applicable law or awarded by the arbitrator, each party shall bear its own attorneys' fees and costs.

Article 24 — Legal Notices

24.1 Notices to the Company. Legal notices to XTRA LLC shall be sent to the Company's designated legal contact using one of the following methods:

• certified U.S. Mail;
• nationally recognized overnight courier;
• electronic mail to the legal contact designated on the Company's official website; or
• another method expressly authorized in writing by the Company.

Notices are effective only when actually received.

24.2 Notices to Users. The Company may provide notices by:

• email;
• in-application notification;
• account dashboard messages;
• publication on the Company's official website;
• postal mail where required by law.

Electronic notices shall satisfy any legal requirement that communications be in writing, except where applicable law requires another form of notice.

24.3 Contact Information. Users are responsible for maintaining current contact information. Failure to update an email address or other contact information shall not invalidate notices properly delivered to the last information provided by the User.

24.4 Effective Date of Notices. Unless otherwise specified, notices become effective:

• immediately upon in-application publication;
• when transmitted electronically without delivery failure;
• upon confirmed delivery by courier;
• five (5) business days after mailing by certified U.S. Mail.

Article 25 — Electronic Records and Electronic Signatures

25.1 Electronic Agreements. The User agrees that this Agreement may be accepted electronically. Selecting an "I Agree," "Accept," "Continue," or similar option, creating an account, purchasing a subscription, or otherwise accessing the Service constitutes an electronic signature with the same legal effect as a handwritten signature to the extent permitted by applicable law.

25.2 Electronic Communications. The User consents to receive communications electronically, including:

• invoices;
• receipts;
• subscription renewals;
• policy updates;
• security notices;
• maintenance notifications;
• legal notices;
• support communications.

The User may retain copies of electronic communications for personal records.

25.3 Electronic Records. Electronic records maintained by the Company concerning:

• account activity;
• subscription status;
• billing history;
• support requests;
• login records;
• acceptance of agreements;

shall be admissible to the same extent as other business records maintained in documentary form, subject to applicable rules of evidence.

25.4 Entire Electronic Transaction. The parties acknowledge that transactions conducted through LED Architect Pro™ are intended to be completed electronically and that no paper signature shall be required unless expressly requested by the Company or required by applicable law.

Article 26 — Assignment

26.1 Assignment by the Company. XTRA LLC ("Company") may assign, transfer, delegate, or otherwise convey its rights or obligations under this Agreement, in whole or in part, without the User's consent, in connection with:

• A merger;
• An acquisition;
• A sale of assets;
• A corporate reorganization;
• A financing transaction;
• A change in ownership or control;
• The transfer of a business unit;
• The creation of an affiliated entity.

The Company will make commercially reasonable efforts to notify Users of any material assignment affecting the administration of the Service.

26.2 Assignment by the User. Users may not assign, transfer, sublicense, delegate, or otherwise convey any rights or obligations under this Agreement without the Company's prior written consent. Any attempted assignment in violation of this Article shall be null and void.

26.3 Enterprise Accounts. Enterprise Customers may reassign licenses internally among their authorized personnel in accordance with the applicable Enterprise License Agreement, provided such reassignment does not exceed licensed usage.

26.4 Successors and Assigns. Subject to the restrictions contained herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Article 27 — Severability

27.1 Enforceability. If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law.

27.2 Remaining Provisions. The invalidity or unenforceability of any individual provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.

27.3 Reformation. Where permitted by applicable law, an invalid or unenforceable provision shall be interpreted or modified only to the minimum extent necessary to make it enforceable while preserving, as closely as possible, the original intent of the parties.

27.4 Jurisdiction-Specific Provisions. Certain provisions may not apply in jurisdictions where their enforcement is prohibited by law. In such cases, only the minimum necessary portion shall be modified to comply with applicable law.

Article 28 — Waiver

28.1 No Implied Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.

28.2 Continuing Rights. Any delay or omission in exercising a right or remedy shall not impair that right or remedy. Any right or remedy may be exercised at any time unless expressly limited by this Agreement or applicable law.

28.3 Single Waiver. A waiver relating to a specific event shall not constitute a continuing waiver or a waiver relating to future events.

28.4 Written Waiver Required. No waiver shall be effective unless made in writing and signed by an authorized representative of the party granting the waiver. Electronic signatures satisfying applicable law shall constitute written signatures for purposes of this Article.

Article 29 — Entire Agreement

29.1 Complete Agreement. This Agreement constitutes the complete and exclusive understanding between the User and XTRA LLC concerning the use of LED Architect Pro™ and supersedes all prior or contemporaneous:

• proposals;
• negotiations;
• representations;
• marketing materials;
• oral discussions;
• written communications;
• understandings;
• agreements;

relating to the same subject matter.

29.2 Incorporated Documents. The following documents are incorporated into and form part of this Agreement:

• Privacy Policy;
• Cookie Policy;
• End User License Agreement (EULA);
• Acceptable Use Policy;
• AI Usage & Disclosure Policy;
• Engineering & Safety Disclaimer;
• Security & Vulnerability Disclosure Policy;
• Copyright & DMCA Policy;
• Enterprise License Agreement (where applicable);
• Data Processing Addendum (where applicable).

Where an Enterprise Agreement expressly conflicts with these Terms, the Enterprise Agreement shall control solely with respect to the applicable Enterprise Customer.

29.3 Headings. Section titles and headings are provided solely for convenience and shall not affect the interpretation of this Agreement.

29.4 Interpretation. Unless the context clearly indicates otherwise:

• The singular includes the plural and vice versa;
• References to "including" mean "including without limitation";
• References to statutes include amendments and successor legislation;
• References to one gender include all genders.

29.5 Language. The English-language version of this Agreement shall govern in the event of any inconsistency between translated versions, except where applicable law requires otherwise.

Article 30 — Survival

30.1 Surviving Provisions. The following provisions survive expiration or termination of this Agreement to the extent necessary to fulfill their intended purpose:

• Definitions;
• Intellectual Property;
• User Content licenses granted prior to termination;
• Confidentiality;
• Warranty Disclaimers;
• Engineering and Safety Disclaimers;
• Limitation of Liability;
• Indemnification;
• Payment obligations accrued prior to termination;
• Governing Law;
• Dispute Resolution;
• Arbitration;
• Venue;
• Class Action Waiver;
• Jury Trial Waiver;
• Electronic Records;
• Audit Rights;
• Compliance obligations;
• Export Controls;
• Force Majeure, where applicable to accrued obligations.

30.2 Data Retention After Termination. Termination of an account does not require immediate deletion of information. The Company may retain information:

• To comply with legal obligations;
• To resolve disputes;
• To detect or prevent fraud;
• To enforce contractual rights;
• To maintain backup integrity;
• As otherwise described in the Privacy Policy.

30.3 No Continuing License. Upon termination, all rights granted to the User cease immediately unless expressly stated otherwise in a separate written agreement. Termination does not transfer ownership of any intellectual property or proprietary information to the User.

30.4 Continuing Cooperation. Following termination, the parties agree to reasonably cooperate regarding:

• Transition of Enterprise accounts;
• Outstanding payment obligations;
• Legal compliance;
• Protection of confidential information;
• Preservation of evidence in the event of pending disputes.

30.5 Final Provision. The parties acknowledge that this Agreement represents a carefully negotiated allocation of rights, responsibilities, and risks relating to the use of LED Architect Pro™. Each provision of this Agreement is intended to be interpreted independently while supporting the overall intent of providing a secure, professional, and legally enforceable framework governing the use of the Service.

Certification of Acceptance

By creating an account, purchasing a subscription, accessing the Service, or otherwise using LED Architect Pro™, the User acknowledges that they:

• Have read this Agreement in its entirety;
• Understand its terms;
• Have had the opportunity to seek independent legal advice if desired;
• Agree to be legally bound by its provisions.