Terms of Service

1Agreement to these terms

These Terms of Service (the Terms) are a binding agreement between Codifiq LLC, a California limited liability company (we, us, our), and the company or other organisation that registers for Sartoria (the Customer, you, your). They govern your access to and use of Sartoria, our product lifecycle management service for garment design, available at sartoria.codifiq.com (the Service).

Acceptance. You accept these Terms when you tick the agreement box while creating an account, when you accept an invitation to join an existing workspace, or when you otherwise access or use the Service. If you do not agree, do not use the Service.

Authority. If you accept these Terms on behalf of a company, you represent that you are authorised to bind that company, and “you” refers to that company. An individual who signs up without a company is themselves the Customer.

Related documents. Our Privacy Policy and, where it applies, our Data Processing Addendum are incorporated into these Terms by reference. Together they form the entire agreement between us on their subject matter.

Eligibility. The Service is a business tool. You must be at least 18 years old and legally capable of entering a contract to use it. It is not directed to children and we do not knowingly allow their use of it.

2Definitions

Authorized User

An individual you invite to your workspace — an employee, contractor, factory partner or reviewer — who holds an account under your organisation.

Customer Content

Everything you or your Authorized Users put into the Service: uploaded sketches, reference photographs, print artwork and CAD files, prompts and design directions, style records, colourways, fabric and trim data, tech pack contents, review notes, and your organisation, brand and member details.

Output

The images and text the Service generates in response to Customer Content — digital sketches, technical flats, flat-lay renders, colourway renders and on-model renders.

Documentation

The in-product Learning Center and any other usage guidance we publish.

Beta

The current, pre-commercial phase of the Service described in “Free beta and changes to the Service”.

3Your account and your team

Workspaces. Registering creates an organisation with at least one brand. The person who registers becomes an administrator and can invite Authorized Users, assign roles, create further brands, and remove members. Administrators can see and manage the organisation’s data.

Accurate information. You agree to give accurate registration details and to keep them current, including a working email address, since we use it for security, service and legal notices.

Credentials. You are responsible for keeping account credentials confidential and for all activity under your account. Tell us at security@codifiq.com promptly if you believe an account has been compromised.

Responsibility for your users. You are responsible for your Authorized Users’ compliance with these Terms, and their acts and omissions in the Service are treated as yours. Invited users also accept these Terms for themselves when they join.

Data within a workspace. Members of an organisation can generally see the styles, libraries and tech packs of the brands they belong to. Decide accordingly who you invite and to which brand.

4Free beta and changes to the Service

Beta status. The Service is currently offered free of charge as a beta. It is under active development, features may change or be withdrawn, and it may contain defects. We provide no service level commitment, no uptime guarantee and no support commitment during the Beta.

Introducing fees. We may introduce paid plans. If we do, we will give you at least thirty (30) days’ notice by email before any charge applies to your organisation, and you may stop using the Service before the change takes effect rather than pay. We will not charge you for the Beta period retroactively.

Changes to the Service. We may add, modify or discontinue features. If we discontinue the Service entirely, we will give you reasonable advance notice and a window to export your Customer Content.

Usage limits. AI generation consumes third-party capacity that we pay for, so we may apply fair and reasonable usage limits, and may throttle or pause generation for an organisation whose use is disproportionate or automated.

5Acceptable use

You agree not to do any of the following, and not to permit your Authorized Users to do them:

• Upload Customer Content you do not have the rights to use, including another company’s designs, artwork, photographs, prints or trademarks, unless you are authorised to use them.
• Use the Service to copy or knowingly imitate a third party’s protected design, trade dress or brand identity.
• Upload photographs of an identifiable person without the rights and permissions needed for that use, or upload sensitive personal information (health, biometric, financial or government identifier data) — the Service is not built for it.
• Generate content that is unlawful, defamatory, hateful, sexually explicit, or that depicts a real individual in a false or degrading manner.
• Attempt to bypass tenant isolation, access another organisation’s data, probe or scan the Service, or circumvent authentication, rate limits or storage access controls.
• Reverse engineer, decompile or attempt to derive source code or underlying models, except where that restriction is prohibited by law.
• Use the Service, its prompts or its Output to train, fine-tune or evaluate a competing machine learning model, or to build a competing product.
• Scrape, resell, sublicense or provide the Service to third parties as a service bureau, or share credentials outside your organisation.
• Introduce malware, interfere with the Service’s operation, or impose an unreasonable load on it, including through automated generation requests.
• Use the Service in violation of export control, sanctions or other applicable law, or from an embargoed territory.

We may investigate suspected violations and may suspend access as described in “Term, suspension and termination”.

6Your content

You own it. As between you and us, you own all Customer Content and all intellectual property rights in it. We claim no ownership of your sketches, artwork, specifications or tech packs.

The licence you give us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display and process Customer Content, and to create Output from it, solely to operate and provide the Service to you, to keep it secure, and to provide support you request. That licence includes transmitting Customer Content to the infrastructure and AI providers listed on our subprocessors page, and it ends when the content is deleted, except for backups pending expiry.

We do not train on your work. We do not use Customer Content or Output to train, fine-tune or improve any machine learning model, ours or anyone else’s, and we do not sell it, license it to third parties for their own purposes, or use it to advertise. Our AI provider is contractually barred from using it to improve its models; see the Privacy Policy.

Your responsibility. You represent that you have the rights necessary to upload your Customer Content and to have it processed as described here, and that doing so does not infringe anyone’s intellectual property, privacy or other rights.

Backups and export. Keep your own copies of anything important. While we take reasonable care, we are not a system of record or an archival service, and you are responsible for maintaining independent backups of designs and specifications you rely on.

7AI generation and Output

The Service turns sketches and prompts into renders using a third-party generative model. The following terms apply to every generation, and they matter more here than in most software, because the Output is used to make physical goods.

How generation works. When you generate, we send your source image, any reference images you attach, and a prompt assembled from your instruction and your style’s details to our AI provider, which returns an image. We record the request, the prompt and the resulting iteration so you have a history of how a style developed.

Ownership of Output. As between you and us, you own the Output generated from your Customer Content, and we assign to you whatever rights we may have in it. This ownership is subject to the rest of this section.

No exclusivity. Generative models produce similar results from similar inputs. Other customers may receive Output that resembles yours, and we may provide the same or similar Output to others. Nothing here gives you exclusivity over a garment shape, silhouette, colourway or render style.

Inputs and third-party rights. You are responsible for the material you feed the model. Do not upload a competitor’s lookbook, a photograph you do not have rights to, or a print you did not license, and do not prompt the Service to reproduce a named designer’s protected work. We give no indemnity for Output, and no warranty that Output does not resemble or infringe third-party material.

Provider terms. Generation is performed by Google’s Gemini API. Your use of generation is also subject to Google’s prohibited use policy for that API, and we may pass through restrictions or refusals that the provider applies.

8Our intellectual property and your feedback

The Service. We own the Service and everything in it other than Customer Content and Output: the software, interface, design system, prompt engineering, Documentation, sketch templates, the curated colour and fabric starter libraries, and the Sartoria name and marks. We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service during the term, for your internal business purposes, in accordance with these Terms.

Feedback. If you send us ideas, suggestions or bug reports, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or compensation. We will not identify you as the source without your permission.

Aggregated data. We may compile aggregated, de-identified statistics about how the Service is used — counts, timings, error rates and similar — and use them to operate and improve the Service. Such statistics never identify you, your Authorized Users, or your designs, and we do not publish anything derived from your Customer Content.

9Third-party services

The Service runs on infrastructure and APIs operated by others, currently Vercel, Supabase, Google and Resend. Those providers are listed, with what each of them processes, on our subprocessors page. Their availability, performance and terms are outside our control, and an outage or change at a provider may affect the Service. We remain responsible for our subprocessors’ processing of personal data as set out in the Data Processing Addendum.

10Confidentiality

Mutual obligation. Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (Confidential Information). Your unreleased designs, ranges and supplier terms are your Confidential Information. Each party will use the other’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will disclose it only to personnel and subprocessors who need it and are bound by comparable obligations.

Exceptions. These obligations do not apply to information that is or becomes public without breach, was known without a duty of confidence, is received from a third party free to disclose it, or is independently developed. A party may disclose Confidential Information where legally compelled, giving prompt notice where lawful so the other can seek protection.

11Privacy and data protection

Our Privacy Policy explains what personal information we collect and how we handle it. Where we process personal data on your behalf as part of Customer Content, we do so as your processor under our Data Processing Addendum, which applies automatically and needs no separate signature. If the General Data Protection Regulation or the UK GDPR applies to your use of the Service, the Addendum, including the Standard Contractual Clauses it incorporates, governs that processing.

12Term, suspension and termination

Term. These Terms start when you first accept them and continue until terminated.

Your right to stop. You may stop using the Service at any time and ask us to close your organisation by writing to legal@codifiq.com.

Our right to suspend. We may suspend access, in whole or in part, if we reasonably believe it is necessary to prevent harm — a security incident, unlawful use, a violation of “Acceptable use”, or a risk to the Service or other customers. Where practical we will notify you first and limit the suspension to what is needed.

Our right to terminate. We may terminate these Terms for a material breach that is not cured within thirty (30) days of notice, immediately for an uncurable breach or unlawful use, or on thirty (30) days’ notice if we discontinue the Service.

What happens after. Your right to use the Service ends. For thirty (30) days after termination you may ask us for an export of your Customer Content, and we will provide it in a reasonable machine-readable form. After that window we will delete Customer Content from active systems within a reasonable period, and from backups as they expire, unless we must retain it by law. Records of your acceptance of these Terms are retained as described in the Privacy Policy.

Survival. The sections on your content licence for retained backups, our intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law and these general terms survive termination.

13Disclaimers

The service, including all output, is provided “as is” and “as available”, without warranty of any kind. To the maximum extent permitted by law, Codifiq LLC disclaims all warranties, express, implied and statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy and non-infringement.

Without limiting that, we do not warrant that the Service will be uninterrupted, timely, secure or error-free; that Output will be accurate, complete, manufacturable, original or fit for any particular garment, material or market; or that defects will be corrected. This is a beta service, and you accept that risk in exchange for using it free of charge. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

14Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost or corrupted data, loss of goodwill, or business interruption, even if advised of the possibility.

Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the greater of the fees you paid us for the Service in the twelve (12) months before the event giving rise to the claim, or one hundred United States dollars (US$100). While the Service is provided free of charge, that cap is US$100.

These limits do not apply to your obligations under “Indemnification”, to either party’s liability for gross negligence, wilful misconduct or fraud, or to any liability that cannot be limited by law. The limits are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

15Indemnification

You will defend, indemnify and hold harmless Codifiq LLC and its officers, members, employees and agents from any third-party claim, and any resulting losses, damages, liabilities, costs and reasonable legal fees, arising out of or relating to: (a) Customer Content, including a claim that it infringes or misappropriates intellectual property or violates privacy or publicity rights; (b) your or your Authorized Users’ use of the Service or of Output, including its use in manufacturing, marketing or sale of goods; (c) your violation of these Terms or of applicable law.

We will notify you of the claim, give you sole control of the defence and settlement (except that you may not settle in a way that admits our liability or imposes obligations on us without our consent), and reasonably cooperate at your expense.

16Governing law and disputes

Governing law. These Terms and any dispute arising out of them are governed by the laws of the State of California, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods.

Talk to us first. Before filing a claim, each party agrees to try to resolve the dispute informally by writing to the other, and to allow thirty (30) days to reach a resolution.

Venue. The state and federal courts located in the State of California have exclusive jurisdiction over any dispute that is not resolved informally, and each party consents to personal jurisdiction and venue there.

Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Time to bring a claim. Any claim arising out of these Terms must be brought within one (1) year after it accrues, to the extent permitted by law.

17General terms

Changes to these Terms. We may update these Terms. For material changes we will give notice by email or in the Service at least thirty (30) days before they take effect, and we may ask you to accept the new version. Your continued use after the effective date means you accept the change; if you do not, stop using the Service and ask us to close your organisation. The current version and its date always appear at the top of this page.

Notices. We may give notice by email to your administrator’s address or through the Service. Legal notices to us must go to legal@codifiq.com and to Codifiq LLC, [Codifiq LLC registered address — to be completed].

Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all of your assets, on notice to us. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including provider outages, network failures, acts of government, and natural disasters.

Independent parties. The parties are independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship, and there are no third-party beneficiaries.

Severability and waiver. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver of it.

Export and sanctions. You represent that you are not located in, and will not use the Service from, a territory subject to comprehensive United States sanctions, and that you are not on a restricted party list.

Entire agreement. These Terms, with the Privacy Policy and the Data Processing Addendum, are the entire agreement between us on their subject matter and supersede any prior understanding. Any conflicting terms in your purchase order or vendor form have no effect unless we sign them.

18Contact

Entity

Codifiq LLC

Service

Sartoria — https://sartoria.codifiq.com

Legal notices

legal@codifiq.com

Security

security@codifiq.com

Address

[Codifiq LLC registered address — to be completed]