Terms & Conditions

1. Eligibility and acceptance

You must be at least 18 years old and able to form a binding contract to use the Service. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

For account registration and paid features, you must affirmatively accept these Terms and our Privacy Policy (clickwrap). We record the Terms version and acceptance time when you create an account. Continued use of the free Service after we post updated Terms constitutes acceptance of changes as described in Section 2.

2. Changes, beta features, and the Service

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice, including features, content, pricing, and availability. You acknowledge that we may make changes to the website, applications, and related offerings at our sole discretion, and we are under no obligation to maintain any particular feature or functionality.

Beta and experimental features. From time to time we may offer preview, beta, or experimental features (including AI-related capabilities). Such features are provided “AS IS”, may be incomplete or unstable, and may be modified or removed without notice. Your use of beta features is at your sole risk.

Layout specification tool — not an application generator

Panel Spec Designer is a visual layout and specification tool. It produces PanelSpec layout documents and handoff prompts that describe layout — including object positions, sizes, containers, spacing, alignment, hierarchy, safe areas, device frames, and layout rules. It does not generate, compile, host, or run application functionality such as business logic, authentication, database access, networking, calculations, or other application behavior.

Implementation of functionality is your responsibility and that of any third-party AI or development tools you choose (e.g. Cursor, Claude, ChatGPT). PanelSpec output is intended to make UI layout deterministic and AI-readable; it is not a substitute for engineering, security review, or production deployment of your application.

We may revise these Terms at any time. Material changes will be posted on this page with an updated “Last updated” date and, where appropriate, notified by email or in-product notice. Your continued use after the effective date of revised Terms constitutes acceptance. If you do not agree, you must stop using the Service and cancel any subscription.

3. Accounts and security

Some features require an account. You agree to provide accurate information and keep it current. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at legal@ismartbase.com of unauthorized use.

We may refuse registration, reclaim usernames, or suspend accounts at our discretion.

4. Subscriptions and billing

Free tier. Core design features may be used without a paid subscription, subject to these Terms.

Paid subscription. Cloud save and related features require a recurring subscription (currently $4.99 USD per month, plus applicable tax). By subscribing, you authorize us and our payment processor to charge your payment method on a recurring basis until you cancel.

• Auto-renewal: Subscriptions renew automatically each billing period unless canceled before the renewal date.
• Cancellation: You may cancel anytime through the billing portal linked from the subscribe page or designer, or by deleting your account in the designer Account panel. Cancellation takes effect at the end of the current paid period unless otherwise stated at checkout.
• Price changes: We may change subscription prices with reasonable advance notice. Continued use after the effective date constitutes acceptance of new pricing.
• Refunds: Fees are non-refundable except where required by law or expressly stated at checkout. Nothing in these Terms limits non-waivable consumer rights in your state.
• Trials and promotions: If offered, additional terms presented at signup apply.

5. Acceptable use and prohibited conduct

You agree not to:

• Violate any law, regulation, or third-party rights
• Upload malware, spam, or abusive, defamatory, or illegal content
• Attempt unauthorized access, probe, or disrupt the Service or its infrastructure
• Reverse engineer, decompile, or disassemble the Service except as permitted by law
• Extract, scrape, or systematically copy our proprietary prompts, Panel Spec JSON, schemas, object models, layout rules, or specification language
• Clone, replicate, or build a competing product or service using our proprietary formats, workflows, or materials
• Use automated tools (bots, scripts, crawlers) to access the Service in excess of normal use or in violation of rate limits
• Misrepresent your identity or affiliation
• Circumvent access controls, rate limits, or subscription requirements
• Share account credentials or allow others to use your paid subscription

We may remove content and suspend or terminate access for violations.

6. Fraud, abuse, and enforcement

We may suspend or terminate accounts immediately, without refund, if we reasonably believe you have engaged in:

• Payment fraud, chargeback abuse, or subscription circumvention
• Excessive automated use, scraping, or denial-of-service activity
• Credential sharing, account resale, or multi-user abuse of individual licenses
• Abuse of AI, prompt-generation, or export features (including attempts to extract proprietary systems)
• Harassment, spam, or other conduct that harms the Service or other users

We cooperate with payment processors and law enforcement where appropriate. Repeated or serious violations may result in permanent bans and forfeiture of access to cloud-saved data, subject to applicable law.

7. Your content and ownership

You retain ownership of all PanelSpec designs, layouts, prompts you generate, and generated specifications you create — subject to these Terms and the distinction below between your content and our platform.

You retain ownership of designs, comments, and other materials you submit (“User Content”). Subject to your compliance with these Terms, you own the specific layout specifications, project files, and exported documents you create using the Service — for example, Panel Spec JSON files that describe your layouts, screens, and project data.

Ownership of your documents is not ownership of the Panel Spec format. The Panel Spec specification language, schema, software, prompt systems, rendering engines, and related proprietary technology remain our exclusive property as described in Section 8. Your rights extend to the content of your project files and exports, not to the underlying format, tooling, or our intellectual property. You may use your exports for your own products and clients; you may not use ownership of a JSON document to claim broader rights to reproduce or commercialize our specification or platform.

You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and process User Content solely to operate, provide, secure, and improve the Service, and as described in our Privacy Policy. We do not claim ownership of your designs.

You represent that you have all rights necessary to submit User Content and that it does not infringe others’ rights. Public comments you post may be visible to others and are at your own risk.

Similar layouts and shared specification rules

Panel Spec Designer provides a shared format — component library, device presets, starter layouts, schema, and specification rules — that every user works with. Because of that, two or more users may independently create layouts that look similar or even identical. That similarity is not evidence that one user copied another, and we do not investigate or adjudicate whether different accounts created “the same” layout.

What you own: the specific layout documents, coordinates, labels, and exports in your account and project files. What we own: the Panel Spec format, designer software, prompt systems, default components, rendering pipeline, and shared rules used to create and export layouts — as described in Section 8.

Panel Spec files are layout specifications for handoff to development and AI tools — not finished software products or shipped user interfaces. The rules of the format (component types, schema, export conventions) are provided to all users and are not exclusive to any single account.

We are not responsible for coincidental similarity between users’ layouts, claims that one user’s design copies another’s, or disputes between users about similar designs. You remain responsible for ensuring your User Content does not infringe any third party’s intellectual property or other rights.

Feedback

If you provide suggestions, feature requests, ideas, bug reports, or other feedback about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, and incorporate that Feedback in our products and services without restriction or compensation to you. You represent that you have the right to grant this license and that Feedback is not subject to any obligation of confidentiality on our part unless we agree otherwise in writing.

8. Intellectual property and Panel Spec

The Service and all proprietary technology underlying it are owned by us or our licensors and protected by U.S. and international intellectual property laws. Except for your User Content and the outputs you own under Section 7, no rights are granted. Without written permission, you may not copy, modify, distribute, sublicense, or create derivative works of our proprietary materials.

Our exclusive property includes, without limitation:

• The Panel Spec / PanelSpec format, schema, versioning, and specification language
• JSON structures, export formats, and handoff conventions used by the designer
• Prompt-generation systems, templates, rulesets, and AI handoff logic (including PromptSpec)
• Component object models, default bounds, rendering engines, and conversion pipelines
• Designer software, documentation, branding, and visual design
• Algorithms for layout adaptation, safe-area handling, and platform-specific chrome

You may use exported specifications for your own products and clients as permitted by these Terms. You may not republish, resell, or use our proprietary formats or systems to operate a competing layout-design or AI-handoff platform.

Confidentiality and trade secrets. The technologies described above — including the Panel Spec format, schema, specification language, prompt-generation systems, object models, rendering engines, and conversion pipelines — constitute our confidential and proprietary information and trade secrets. Nothing in these Terms grants you any right to reproduce, disclose, reverse engineer, or commercially exploit these technologies except as necessary to use the Service in accordance with these Terms.

9. AI, prompts, and generated output

AI training. We do not use your projects or PanelSpec designs to train AI models without your explicit permission (also referred to as explicit consent in our Privacy Policy).

The Service helps you produce layout specifications and prompts intended for use with third-party AI coding tools. We do not guarantee that AI-generated code or applications will be correct, secure, compliant, or fit for production. You are solely responsible for reviewing, testing, and deploying any output.

No training on your private content. We do not use your PanelSpec designs, projects, or prompts to train public or third-party AI models without your explicit consent to a feature that states otherwise. We may use aggregated, de-identified usage statistics — not your design content or prompts — to improve reliability and security of the Service. See our Privacy Policy, which contains the same commitment.

Third-party AI tools. Prompts and Panel Spec exports are generated in your browser. We do not automatically send your designs to ChatGPT, Claude, Cursor, or other external AI services. Those tools receive your content only if you choose to copy, paste, upload, or otherwise share it with them under their own terms and privacy policies.

Prompt storage. We do not store the text of generated prompts on our servers. We may record that a prompt-generation event occurred for aggregate statistics, without the prompt content. Cloud-saved projects store the layout and project data you choose to save.

Ownership of exports. You own your exported Panel Spec files and layout outputs as described in Section 7. Our rights in the Panel Spec format and platform are described in Section 8.

We disclaim liability for harm arising from reliance on AI-generated or exported specifications, including security vulnerabilities, licensing issues, or production defects in code produced by external AI tools.

10. Service availability and data

Availability. We strive to keep the Service available but do not guarantee uninterrupted or error-free operation. The Service may be unavailable due to maintenance, upgrades, outages, or events beyond our control. We may perform maintenance with or without notice and do not promise any service-level agreement (SLA) unless expressly agreed in a separate written contract.

Data and backups. Cloud save helps you access projects across devices, but you are responsible for maintaining your own backup copies of important projects and exports. We are not liable for loss of data due to account termination, technical failure, user error, or force majeure. We recommend periodically exporting your Panel Spec JSON and storing copies offline.

11. Third-party services

The Service may link to or integrate with third parties (e.g. payment processors, AI providers, hosting). Your use of third-party services is governed by their terms and policies. We are not responsible for third-party products or services.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL NOT BE LOST.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES; IN THOSE JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

SOME STATES DO NOT ALLOW LIMITATIONS ON CONSEQUENTIAL DAMAGES; IN THOSE STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless ismartbase and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms or applicable law; or (d) your violation of any third-party rights.

15. Dispute resolution and arbitration

Informal resolution. Before filing a claim, you agree to contact us at legal@ismartbase.com and attempt to resolve the dispute informally for at least 30 days.

Binding arbitration. Except for qualifying small-claims matters and injunctive relief for intellectual-property or unauthorized use, any dispute arising from or relating to these Terms or the Service shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as modified by this section. The Federal Arbitration Act governs the interpretation and enforcement of this section.

• Arbitration will be conducted in English, on an individual basis, before a single arbitrator.
• The arbitrator may award the same damages and relief a court could award, subject to these Terms.
• Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Opt-out. You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@ismartbase.com with subject “Arbitration Opt-Out”, your name, and the email associated with your account.

Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles, except that the Federal Arbitration Act applies to Section 15.

Venue. If arbitration does not apply, you consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware, and waive objections to forum non conveniens.

16. Termination

You may stop using the Service at any time and cancel a paid subscription through the billing portal. Upon cancellation, access to subscription features continues through the end of the current billing period unless otherwise stated at checkout.

We may suspend or terminate your access immediately where reasonably necessary to protect the Service, comply with law, investigate suspected abuse or fraud, enforce these Terms (including Sections 5 and 6), or address non-payment. We may also discontinue accounts that remain inactive for an extended period, with reasonable notice when practicable. Upon termination, your right to use the Service ceases immediately. Provisions that by their nature should survive (including payment obligations, disclaimers, limitation of liability, indemnification, intellectual property, feedback license, and dispute resolution) will survive.

17. DMCA / copyright

We respect intellectual property rights. If you believe content on the Service infringes your copyright, send a notice to our designated agent with the information required by 17 U.S.C. § 512(c)(3):

DMCA Agent: ismartbase · copyright@ismartbase.com

We may remove content and terminate repeat infringers. Counter-notices must comply with applicable law.

18. General provisions

• Entire agreement: These Terms and the Privacy Policy are the entire agreement regarding the Service.
• Privacy Policy conflicts: If these Terms and the Privacy Policy conflict, these Terms govern except where applicable privacy law requires otherwise.
• Severability: If any provision is unenforceable, the remainder stays in effect.
• No waiver: Failure to enforce a provision is not a waiver.
• Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger or sale.
• Force majeure: We are not liable for delays or failures due to events beyond our reasonable control.
• International users: We are based in the United States. If you access the Service from outside the U.S., you are responsible for compliance with local laws. Your use of the Service is also subject to our Privacy Policy, including sections on international data transfers and data subject rights.
• Export controls: You may not use the Service in violation of U.S. export laws or sanctions.
• Electronic communications: You consent to receive communications electronically and agree they satisfy legal writing requirements.
• U.S. government users: The Service is “commercial computer software” subject to restricted rights under FAR and DFARS.

19. Contact

Legal notices: legal@ismartbase.com
Privacy: privacy@ismartbase.com
Copyright: copyright@ismartbase.com