Terms of Service

1. Acceptance of terms

These Terms of Service (the “Agreement”) govern access to and use of the DesignVault service. By creating an account, purchasing a subscription, or using the service, you agree to be bound by this Agreement.

If you accept this Agreement on behalf of a company or other legal entity (the “Customer”), you represent and warrant that you have the authority to bind that entity, and “Customer” refers to that entity. If you do not have such authority, or if you do not agree with this Agreement, you must not use the service.

2. Description of the service

DesignVault is a SaaS platform for a visual design-asset library connected to Figma. The service lets teams import, organize, search, and share design assets within their organization.

The service includes artificial-intelligence features (auto-tagging, semantic search, similar-asset suggestions) that process imported content when enabled by the organization. See the Privacy Policy.

Customer does not receive access to, or a copy of, the software underlying the service. We may evolve the service over time and will not materially decrease its core functionality during a paid subscription period.

3. Accounts and organizations

Each user is associated with one or more organizations. The creator of an organization is its owner. Roles (owner, admin, member, viewer) determine access permissions to features. Setting and managing roles and permissions is solely Customer's responsibility, and we have no liability for the permissions Customer configures.

You are responsible for the confidentiality of your login credentials and for all activity performed under your account, unless such activity results from a vulnerability of the service itself. Customer is responsible for its users' compliance with this Agreement.

Minimum age: you must be at least 16 (or the age of digital majority applicable in your jurisdiction) to create an account. The service is not intended for persons under 13, and we do not knowingly collect their information.

4. Acceptable use and restrictions

You agree not to, and not to permit any user or third party to:

• copy, modify, translate, or create derivative works of the service;
• reverse engineer, decompile, or otherwise attempt to discover the source code or non-public APIs of the service, except to the extent this restriction is prohibited by law;
• sell, resell, rent, lease, sublicense, or otherwise make the service available to third parties outside Customer's organization;
• remove or obscure proprietary notices or DesignVault branding;
• use the service to violate applicable law, or to store or share unlawful or infringing content;
• attempt to gain unauthorized access to the service or other organizations' data, probe or scan for vulnerabilities, or disrupt the service (including denial-of-service attacks or harmful code);
• use the service to build a competing product;
• use the service in violation of applicable economic or trade sanctions.

Suspension: if use of the service violates this section or threatens the security, integrity, or availability of the service, we may suspend access. Where reasonable, we will give prior notice and an opportunity to remedy, limit the suspension to the accounts involved, and lift it promptly once the issue is resolved.

5. Customer content

Design assets and other content imported into DesignVault (“Customer Content”) remain the property of their creators or the organization. DesignVault claims no ownership over Customer Content.

Customer grants us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, display, and transmit Customer Content solely as necessary to provide the service (including generating thumbnails and, where the organization has enabled them, operating AI features). This license ends when the content or the organization is deleted, subject to the deletion windows in the Privacy Policy.

Customer represents and warrants that it has all rights necessary to import Customer Content into the service and that doing so does not violate any law or third-party right (including intellectual property rights of Customer's own clients).

Aggregated data: we may use data about the operation and use of the service in aggregated and de-identified form (for example, feature usage statistics), provided it does not identify Customer, its users, or Customer Content.

6. Intellectual property

The DesignVault service, its source code, design, and documentation are the property of DesignVault and are protected by intellectual property laws. All rights not expressly granted are reserved; there are no implied licenses.

Feedback: if you send us suggestions or feedback about the service, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or attribution. Feedback never includes Customer Content.

7. Figma and third-party services

The service uses the Figma API to import assets. By connecting your Figma account, you authorize DesignVault to access your Figma files via your access token. This token is encrypted and stored securely. You can revoke Figma access at any time in your organization settings.

You represent that providing your Figma credentials to the service complies with the terms governing your Figma account. Figma and other third-party services (including services you connect via outbound webhooks) are not under our control: we make no warranty regarding their availability, their APIs, or their handling of your data, and we are not liable for changes to or failures of third-party services. Your use of them is governed by your own agreements with those providers.

8. Subscriptions and payment

DesignVault offers free and paid plans. Paid plans are billed monthly or annually via Stripe. Prices are shown in Canadian dollars and may change with 30 days' notice; changes apply from the next renewal. By subscribing, you authorize recurring charges to your payment method until you cancel in your billing settings.

Except as expressly stated in this Agreement, fees are non-refundable. Fees do not include taxes; Customer is responsible for applicable taxes (GST/QST, sales taxes, VAT), which will be added where we are required to collect them.

If a charge fails, we may retry it. In case of continued non-payment, your organization will be downgraded to the free plan after a grace period. Your data is retained but some features will be restricted. If you believe an invoice is incorrect, contact us within 60 days of the invoice date and we will review it.

9. Confidentiality

Each party may receive non-public information of the other party that should reasonably be understood as confidential — for Customer, this includes Customer Content; for DesignVault, non-public information about the service. The receiving party will protect such information with at least reasonable care, use it only to perform under this Agreement, and not disclose it to third parties except to employees, advisors, and subcontractors bound by equivalent obligations. These obligations do not apply to information that is public, already known, independently developed, or lawfully received from a third party. If disclosure is compelled by law, the receiving party will notify the other party where legally permitted.

10. Data protection

The processing of personal data is governed by our Privacy Policy and, where we process personal data on Customer's behalf, by our Data Processing Agreement, which is incorporated into this Agreement by reference. We comply with Québec's Loi 25, PIPEDA, and the GDPR. The list of our subprocessors is published at designvault.net/subprocessors.

11. API and webhooks

The service exposes APIs and outbound webhooks. We may set and enforce reasonable rate limits on API usage, and may suspend API access that degrades the service for other customers. API keys and webhook secrets are Customer's responsibility to keep confidential.

12. Service availability

We strive to keep the service available 24/7 but do not guarantee uninterrupted availability. Planned interruptions will be communicated in advance.

13. Warranties and disclaimers

Customer warrants that its use of the service and all Customer Content complies with applicable law. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.

14. Limitation of liability

TO THE EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, OR LOSS OF DATA; AND (B) THE TOTAL AGGREGATE LIABILITY OF DESIGNVAULT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY WHERE THEY CANNOT BE EXCLUDED UNDER APPLICABLE LAW, INCLUDING QUÉBEC CONSUMER PROTECTION RULES WHERE APPLICABLE.

15. Term, termination, and effect

This Agreement applies for as long as Customer uses the service. You may terminate your account at any time in settings. Either party may terminate for material breach not cured within 30 days of written notice. In case of a violation of these terms, we reserve the right to suspend or terminate your access as described in Section 4.

Upon termination or deletion of the organization, Customer's data is deleted within 30 days in accordance with our Privacy Policy and DPA; Customer may export its data beforehand. If we terminate for Customer's uncured breach, fees for the remainder of the period remain payable; if Customer terminates for our uncured breach, we will refund prepaid fees for the unused remainder.

Sections 5 (license ends as stated), 6, 9, 13, 14, 15, and 17 survive termination.

16. Changes to these terms

We may modify this Agreement by giving at least 30 days' notice by email or in-app notification before material changes take effect. If you do not agree with the changes, you may cancel your subscription before they take effect; continued use after the effective date constitutes acceptance.

17. General

• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control (including failures of hosting or utility providers, natural disasters, war, or governmental action).
• Assignment: neither party may assign this Agreement without the other's consent (not to be unreasonably withheld), except that we may assign it in connection with a merger, acquisition, or sale of substantially all assets.
• Publicity: we will not use Customer's name or logo in our marketing without Customer's prior consent.
• Notices: we send notices by email to organization owners or in-app; notices to us go to legal@designvault.net.
• Severability: if a provision is held unenforceable, it will be modified to best accomplish its objective and the remainder stays in effect.
• No waiver: failure to enforce a provision is not a waiver.
• No third-party beneficiaries.
• Entire agreement: this Agreement (with the Privacy Policy and DPA) is the entire agreement between the parties regarding the service and supersedes prior agreements on the subject.
• Relationship: the parties are independent contractors.

18. Governing law

These terms are governed by the laws of Québec, Canada. Any dispute will be submitted to the competent courts of the province of Québec.

19. Contact

Questions about these terms: legal@designvault.net