no i don't believe masonry designer has any spyware in it,and you don't have to be online to use it,it does however update itself via the web...to make sure it has all the latest/current acme product i guess[i think once it's installed you can cancel/disable that function tho]. it works great as texture generator but that's not really it's purpose,it's primarily a sales/demo tool for the company's products.it does load a bit slowly and sometimes seems a bit cumbersome even...but hey it's free and it gives great results.