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TERMS OF SERVICE

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Last Updated: May 5, 2026

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1. ACCEPTANCE OF TERMS These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Customer" or "you") and Lumispark Technologies LLC ("Lumispark," "we," "us," or "our"). By registering for an account, clicking "I Agree," or accessing any of our cloud-based software platforms, applications, or related services (collectively, the "Services"), you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

 

2. DEFINITIONS

• "Services" refers to all cloud-based software solutions provided by Lumispark Technologies, including but not limited to Aries Construction Manager, Macabeo, and any associated mobile applications or APIs.

• "Authorized Users" means your employees, contractors, or agents who are authorized to access the Services under your account.

• "Customer Data" means all electronic data, information, or documents submitted by you or your Authorized Users into the Services.

 

3. SAAS SERVICES & LICENSE GRANT

• 3.1 Grant of Rights: Subject to the payment of applicable fees and compliance with these Terms, Lumispark grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term solely for Customer’s internal business operations.

• 3.2 Restrictions: Customer shall not (a) reverse engineer, decompile, or disassemble the Services; (b) sell, resell, rent, or lease the Services; (c) use the Services to build a competitive product; or (d) input any malicious code, viruses, or unauthorized automated tools into the Services.

 

4. FEES AND PAYMENT

• 4.1 Fees: Customer shall pay all subscription fees associated with the selected Services tier. Fees are non-refundable except as required by law.

• 4.2 Billing: Subscription fees are billed in advance on a recurring basis. By providing a payment method, you authorize Lumispark (via our secure third-party payment processors) to charge the applicable recurring fees.

 

5. PROPRIETARY RIGHTS & CUSTOMER DATA

• 5.1 Ownership of Services: Lumispark explicitly retains all rights, title, and interest in and to the Services, underlying code, databases, and intellectual property.

• 5.2 Customer Data Ownership: Customer retains all ownership rights to the Customer Data. Customer grants Lumispark a limited license to host, compute, transmit, and display Customer Data strictly as necessary to operate the Services.

 

6. DATA ACCURACY & USER RESPONSIBILITY

• 6.1 System Outputs and "Garbage In, Garbage Out": The Services generate reports, estimates, schedules, and calculations based entirely on the Customer Data inputted by you and your Authorized Users. Lumispark is not responsible for validating, verifying, or auditing your data. You acknowledge that inaccurate, incomplete, or flawed inputs will result in inaccurate outputs.

• 6.2 Sole Responsibility: Customer is solely responsible for the accuracy, quality, integrity, and legality of all Customer Data. Lumispark assumes zero liability for project delays, financial losses, material shortages, or disputes arising from erroneous data entered into the Services.

 

7. PROFESSIONAL ADVICE DISCLAIMER (CRITICAL MATTERS)

• 7.1 Not an Engineering or Architectural Firm: Lumispark Technologies is strictly a software technology provider. We do not provide architectural, construction engineering, structural, financial, or legal advice.

• 7.2 No Substitute for Professional Judgment: The Services are administrative and operational tools designed to assist Customer. System outputs, including project estimates or structural scheduling, do not constitute and must not be used as a substitute for stamped architectural blueprints, certified engineering calculations, or professional safety assessments. You agree to rely on licensed professionals for all structural, safety, and legal project requirements.

 

8. WARRANTIES & DISCLAIMER

• 8.1 Warranties: Lumispark warrants that the Services will perform materially in accordance with applicable documentation.

• 8.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LUMISPARK DISCLAIMS ALL WARRANTIES, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

 

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL LUMISPARK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO LUMISPARK IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. LUMISPARK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA.

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10. TERM AND TERMINATION

• 10.1 Term: These Terms commence upon your acceptance and continue until your subscription is canceled or terminated.

• 10.2 Termination: You may cancel your subscription at any time. Lumispark may suspend or terminate your access immediately if you breach any material provision of these Terms.

 

11. GENERAL PROVISIONS

• 11.1 Governing Law; Venue: These Terms shall be governed by and construed in accordance with the internal laws of the State of Georgia, without giving effect to any choice of law rules. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal or state courts located in Fulton County, Georgia. Customer explicitly waives any objections to jurisdiction or venue in such courts.

• 11.2 Entire Agreement: These Terms constitute the entire agreement between the parties regarding the use of the Services and supersede all prior agreements.

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12. PRIVACY AND DATA SECURITY

• 12.1 Privacy Policy: Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding your personal and sensitive data.

 

• 12.2 Security Measures: Lumispark implements reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. However, Lumispark does not guarantee that unauthorized third parties will never be able to defeat those measures or use Customer Data for improper purposes.

 

13. INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless Lumispark Technologies LLC, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your Customer Data caused damage to a third party.

 

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14. DATA RETENTION AND EXPORT

• 14.1 Post-Termination Data: Following the termination of your subscription, Lumispark reserves the right to delete your dedicated tenant database and all associated Customer Data within thirty (30) days.

• 14.2 Export Responsibility: It is the Customer's sole responsibility to export, back up, or download any necessary Customer Data prior to the effective date of subscription termination. Lumispark is not liable for any loss of data occurring after the termination of service.

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15. SERVICE AVAILABILITY AND MAINTENANCE

• 15.1 Maintenance: Lumispark reserves the right to suspend access to the Services for scheduled maintenance, updates, or emergency repairs. We will strive to provide advance notice for scheduled maintenance whenever possible.

• 15.2 Availability: While we aim for high availability, the Services are provided on an "as-is" basis. We do not guarantee 100% uptime and shall not be liable for any temporary service interruptions or performance degradation.

 

16. THIRD-PARTY SERVICES

The Services may integrate with or link to third-party applications, websites, or services (e.g., payment gateways, cloud hosting providers). Lumispark does not control, endorse, or assume responsibility for any third-party services. Your use of such services is at your own risk and subject to the terms and conditions of those third parties.

 

17. ACCEPTABLE USE POLICY

You agree not to use the Services to: (a) upload, transmit, or store any material that is unlawful, defamatory, harassing, or invasive of another’s privacy; (b) upload viruses, worms, Trojan horses, or other malicious code; (c) interfere with, disrupt, or attempt to gain unauthorized access to other accounts or the servers of the Services; or (d) perform any activity that violates applicable local, state, or federal laws.

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18. MODIFICATION OF TERMS

Lumispark reserves the right to modify these Terms at any time. We will provide notice of significant changes via the email address associated with your account or through an in-app notification. Your continued use of the Services after the effective date of any such modification constitutes your acceptance of the updated Terms.

 

19. MISCELLANEOUS

• 19.1 Force Majeure: Lumispark shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, strikes, labor disputes, embargoes, government orders, or failure of third-party cloud infrastructure.

• 19.2 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.

• 19.3 No Waiver: Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms.

 

20. CONFIDENTIALITY

Each party may have access to the other party’s confidential information (such as business plans, non-public technical data, or pricing). Each party agrees to use reasonable care to protect the other party's confidential information and to use it only to perform its obligations under these Terms. Neither party shall disclose the other party’s confidential information to any third party without prior written consent, except as required by law.

 

 

21. FEEDBACK AND SUBMISSIONS

If you provide Lumispark with any suggestions, comments, feature requests, or other feedback regarding the Services (collectively, "Feedback"), you hereby grant Lumispark a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and distribute such Feedback for any purpose without any obligation or compensation to you.

 

22. BETA AND TRIAL SERVICES

From time to time, Lumispark may make certain features or versions of the Services available to you on a beta, trial, or early-access basis ("Beta Services"). Beta Services are provided "as-is" and "as-available" without any warranty of any kind. Lumispark makes no commitments that Beta Services will ever be made generally available and reserves the right to modify or discontinue any Beta Services at any time without notice.

 

23. ASSIGNMENT

You may not assign or transfer your rights or obligations under these Terms to any other person or entity, in whole or in part, without our prior written consent. Lumispark may assign its rights and obligations under these Terms to a successor in interest, such as in the event of a merger, acquisition, or sale of all or substantially all of our assets.

 

24. NOTICES

All legal notices and communications required under these Terms shall be in writing. Notices to Lumispark must be sent to the contact email address provided on our website. Notices to you will be sent to the email address registered to your account. You are responsible for ensuring your contact information is accurate and up to date.

 

25. TAXES

All fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities. Customer is responsible for payment of all such taxes (excluding taxes based on Lumispark’s income). If Lumispark is required to pay or collect any such taxes on your behalf, the amount will be invoiced to you, and you agree to pay it.

 

26. SUSPENSION FOR NON-PAYMENT

Lumispark reserves the right to suspend your access to the Services immediately if any payment is past due. We will provide notice of non-payment, and if payment is not received within ten (10) business days, your access may be disabled. Lumispark shall not be liable to you or any third party for any damages resulting from such suspension.

 

27. AUDIT RIGHTS

Lumispark reserves the right to verify your compliance with these Terms, including usage metrics and seat counts. Upon reasonable notice, you agree to provide Lumispark with access to relevant records or system usage logs to ensure that your use of the Services complies with the selected subscription tier and that all applicable fees have been paid.

 

28. CLASS ACTION WAIVER & BINDING ARBITRATION

Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in Fulton County, Georgia. The parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action. You expressly waive your right to file a class action or seek relief on a class basis.

 

29. PUBLICITY

Customer grants Lumispark a non-exclusive, royalty-free license to use Customer’s name and logo on our website, in marketing materials, and in client lists to identify Customer as a user of the Services, unless Customer provides written notice requesting otherwise.