Terms of Use

IMPORTANT: PLEASE READ THESE TERMS OF USE ("TERMS" or "AGREEMENT") CAREFULLY BEFORE USING HEMLINE. BY CLICKING "ACCEPT" AND/OR USING THE SERVICE IN ANY WAY, YOU AND THE ENTITY THAT YOU REPRESENT ("SUBSCRIBER") UNCONDITIONALLY CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS, USE OF THE SERVICE IS STRICTLY PROHIBITED.

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below: "Confidential Information" means all information regarding a party's business, including technical, marketing, financial, and other confidential or proprietary information disclosed under this Agreement. Subscriber Data and Outputs are the Confidential Information of Subscriber. Confidential Information of Hemline includes non-public information concerning the Service, Platform, Documentation, and the terms of this Agreement. "Documentation" means user manuals, handbooks, and online materials provided by Hemline that describe the features, functionality, or operation of the Platform. "Input" means any data uploaded or transmitted to the Service by Subscriber, including training data, text prompts, images, sketches, and other materials provided. "Output" means fashion designs, images, specifications, technical drawings, AI-generated photographs, videos, or other content generated by the Platform based on Input. "Content" means Input and Output collectively. "Performance Data" means log files, metadata, telemetry data, and other technical performance data automatically generated by the Platform relating to use, performance, efficacy, reliability, and accuracy of the Platform, which does not contain personally identifiable information or Subscriber Data. "Trained Model" means any machine learning or AI model, structure, or artefact produced from Subscriber Data that can be used to generate Outputs. "Users" means Subscriber's employees, representatives, consultants, contractors, or agents authorised by Subscriber to access the Platform for which applicable fees have been paid. "Platform" means the technology, including AI and machine learning algorithms and models, used by Hemline to deliver the Service. "Service" means the software-as-a-service product(s) delivered by Hemline to Subscriber as described on the applicable pricing page or Order Form. "Pre-generated AI Models" means AI avatar and fashion models provided by Hemline on a non-exclusive basis to multiple clients, including stock AI fashion models and templates.

2. Acceptance of Terms

These Terms include our documentation and policies we may provide in writing, including the Community Guidelines below. By using our Services, you agree to these Terms. The Privacy Policy explains how we collect and use personal information.

3. Registration and Access

Upon using the Services, you confirm that you are at least 18 years old and have full legal capacity to enter into binding agreements. Under India's Digital Personal Data Protection Act 2023, a "child" is defined as a person below the age of 18; accordingly, the Service is not directed at or intended for use by persons under 18. If you use the Services on behalf of another person or entity, you must have authority to accept these Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organisation, and you are responsible for all activities that occur using your credentials. Each User will be provided access to the Platform through confidential account credentials. Subscriber is responsible for all uses of its account except to the extent caused by Hemline's negligence. Subscriber will promptly notify Hemline of any unauthorised use of or access to its account. User seats may not be shared amongst other Users.

4. The Service

We use reasonable care and skill to keep the Service operational. However, our Service offerings and availability may change from time to time and are subject to applicable law, without liability to you. The Service may be temporarily interrupted due to technical problems, maintenance or testing, or updates, including changes required by applicable law. We may change, suspend, or discontinue (permanently or temporarily) any part of the Service, including certain features, functionalities, subscriptions, and offers. Hemline is under no obligation to provide specific Content through the Service. Hemline shall have no liability for interruptions or disruptions caused by governmental actions, third parties, or events beyond our reasonable control. Subject to these Terms, Hemline shall use commercially reasonable efforts to (i) provide the Platform in accordance with published service levels; and (ii) provide email support during business hours, excluding public holidays.

5. Free Trial and Beta Services

Hemline may offer, from time to time, limited free use ("Free Tier") and free trial versions of all services ("Trial Service"). The terms and limitations of any Free Tier or Trial Service shall be as specified in an applicable Order Form. Hemline reserves the right to modify, cancel, or limit the Free Tier and/or Trial Service at any time without liability. Hemline may offer services in alpha or beta versions ("Pre-Released Services") and will use best efforts to identify them as such. Pre-Released Services are still under development and may be incomplete, may contain bugs, and may not operate as intended. The Free Tier, Trial Service, and Pre-Released Services are governed by these Terms, except that: (i) they are licensed on an "AS-IS" "AS AVAILABLE" basis, with no warranties of any kind; and (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF HEMLINE UNDER OR IN CONNECTION WITH THE FREE TIER, TRIAL SERVICES, OR PRE-RELEASED SERVICES EXCEED US$20. Hemline makes no promise that any Free Tier, Trial Service, or Pre-Released Services will be made generally available.

6. Usage Requirements

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and use the Service solely for Subscriber's internal business purposes. You agree not to redistribute or transfer the Service. Access to the Service is licensed, not sold or transferred to you, and Hemline and its licensors retain all rights, title, and interest in and to the Service. You will comply with these Terms and all applicable laws when using the Service. Subscriber will not, and will not permit any User or third party to: (i) reverse engineer, disassemble, or decompile any component of the Platform; (ii) interfere with the operation of the Service or the hardware and network used to operate it; (iii) sublicense any rights under this Agreement or use the Platform to operate a service bureau; (iv) modify, copy, or create derivative works based on any part of the Platform; or (v) otherwise use the Service in any manner exceeding the scope permitted under this Agreement.

7. Artificial Intelligence Disclosure and Limitations

The Service utilises artificial intelligence and machine learning technologies to generate Output, including images, designs, technical drawings, and other creative assets. By using the Service, you acknowledge that you are interacting with an AI-powered system. AI-generated Outputs are produced through algorithmic processes based on patterns learned from training data. You acknowledge and understand that: (a) No Guarantee of Accuracy. AI systems may produce outputs containing errors, inaccuracies, or inconsistencies, including "hallucinations" where the AI generates content that appears plausible but is factually incorrect, misleading, or fabricated. (b) Not Professional Advice. Outputs do not constitute professional, legal, financial, or other expert advice. You should independently verify AI-generated content before relying on it for commercial or professional purposes. (c) Variability. Identical or similar Inputs may produce different Outputs at different times. Hemline does not guarantee consistency or reproducibility of results. (d) Limitations in Understanding. The AI does not possess human judgment, contextual awareness, or understanding of nuance, cultural context, or specific industry requirements. (e) Potential Bias. Trained Models may contain inadvertent biases as a result of the training data used. (f) Non-Unique Outputs. Due to the nature of the Platform, Outputs may not be unique, and similar or identical content may be generated for other customers. Subscriber acknowledges this limitation and waives claims related to Output uniqueness.

Hemline strongly recommends that all AI-generated Outputs be reviewed by qualified personnel before use in production, publication, or commercial application. You are solely responsible for evaluating the suitability, accuracy, and appropriateness of any Output for your intended purpose. Hemline operates as an AI system provider within the meaning of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689). In accordance with applicable transparency obligations, Hemline hereby informs users that Content generated through the Service is produced by artificial intelligence systems.

8. Content and Ownership

You may provide Input to the Service and receive Output generated by the Service based on that Input. You declare that: you own or have the right to submit the Input; and that the Input, or its use by Hemline as described in these Terms: (a) does not violate these Terms or the intellectual property or other rights of any person; and (b) does not suggest affiliation with or endorsement by Hemline or any legal entity without express permission. Subscriber acknowledges that Hemline retains all right, title, and interest in and to the Platform and all software, proprietary information, and technology used by Hemline or provided to Subscriber in connection with the Service ("Hemline Technology"), protected by intellectual property rights owned by or licensed to Hemline. No licence in the Hemline Technology is granted beyond what is expressly set forth in this Agreement.

Subscriber acknowledges that Trained Models are produced by fine-tuning Hemline's proprietary AI infrastructure using training data that may be sourced by Hemline and/or Subscriber, as applicable. Trained Models constitute a derivative of Hemline's pre-existing intellectual property and remain the property of Hemline. For PAYG plan accounts: Anonymised training data generated by your use of the Service may be used to develop and improve Hemline's platform-wide shared AI models, which are deployed across the Service for all users. For Paid subscription plan accounts: Anonymised training data generated by your use of the Service is used exclusively to produce account-specific Trained Models ("Custom Models") that serve only your account and are not deployed for, or shared with, any other customer. In all cases, data used for training is anonymised prior to use. Hemline will not use paid plan Subscriber Data to train platform-wide models. Trained Models (excluding Hemline's pre-existing models) also constitute the Confidential Information of Subscriber. Hemline agrees to destroy and permanently delete Custom Models following the expiration or termination of the applicable Subscription Term.

Subject to the rights granted regarding Pre-generated AI Models, Outputs created using Subscriber's Input are the property of Subscriber, and Hemline hereby assigns to Subscriber any rights, title, and interest Hemline may have in such Outputs. Subscriber grants to Hemline a non-exclusive, non-transferable, royalty-free, limited licence to reproduce and use Outputs solely for the purpose of providing the Service to Subscriber. Pre-generated AI Models — including stock AI avatar and fashion models — are provided by Hemline to all clients on a non-exclusive basis. Hemline makes no representations regarding the uniqueness or exclusivity of Pre-generated AI Models and shall not be liable for damages arising from their non-exclusive use, including claims of similarity, duplication, or brand confusion arising from multiple parties using the same or similar AI-generated content. By accessing Pre-generated AI Models, clients waive claims related to exclusivity and agree to indemnify and hold harmless Hemline from any claims arising from their use. Exclusive rights to a Pre-generated AI Model may be obtained under a custom subscription agreement with additional terms and pricing.

Subscriber retains all right, title, and interest in and to Subscriber Data (Input). Subscriber grants to Hemline a non-exclusive, worldwide, royalty-free licence to access and use Subscriber Data solely to provide the Service to Subscriber. Subscriber represents and warrants that it holds all rights necessary to grant the foregoing licence. Hemline retains all right, title, and interest in and to Performance Data and may use Performance Data for any lawful purpose, including improving the Service. Subscriber grants Hemline a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback relating to the Service. Hemline will not identify Subscriber as the source of any such feedback.

Hemline does not warrant that AI-generated models, images, or Outputs will not resemble any real person. AI-generated content is created through algorithmic processes and any resemblance to actual persons is unintentional and coincidental. Subscriber expressly assumes all risk associated with the use of AI-generated content. Subscriber is solely responsible for: (i) reviewing all AI-generated Outputs before publication or commercial use; (ii) obtaining any necessary rights, releases, or clearances; (iii) ensuring compliance with all applicable laws, including laws relating to personality rights, right of publicity, defamation, and intellectual property; and (iv) the manner in which AI-generated content is deployed, displayed, or distributed. Hemline shall not be liable for claims, damages, losses, or expenses arising from: (i) alleged resemblance of AI-generated content to any real person; (ii) claims of infringement of personality rights or right of publicity; (iii) defamation or similar claims relating to AI-generated content; (iv) Subscriber's use, publication, or distribution of AI-generated content; or (v) any third-party claims relating to Outputs used by Subscriber. Subscriber shall indemnify, defend, and hold harmless Hemline and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Subscriber's use of AI-generated Outputs; (ii) any claim that AI-generated content used by Subscriber infringes any third party's rights; (iii) Subscriber's failure to obtain necessary rights or releases; or (iv) any violation of applicable law by Subscriber in connection with AI-generated content.

9. Fees and Payments

You will pay all fees charged to your account ("Fees") according to the prices and terms on the applicable pricing page or as otherwise agreed in writing. We reserve the right to correct pricing errors even after invoicing or receipt of payment. You will provide complete and accurate billing information including a valid and authorised payment method. We will charge your payment method on an agreed periodic basis. You authorise Hemline and our third-party payment processor(s) to charge your payment method for the Fees. If your payment cannot be completed, we will provide written notice and may suspend access to the Service until payment is received. Fees are payable in the currency specified and are due upon invoice issuance. Payments are non-refundable except as provided in these Terms. Unless otherwise stated, Fees do not include local and foreign taxes, duties, and similar assessments ("Taxes"), including applicable Goods and Services Tax ("GST") in India. Tax rates are calculated based on the information you provide and the applicable rate at the time of payment.

Hemline may change the price for the Service with reasonable advance notice. Price changes take effect at the beginning of the next subscription period. Subject to applicable law, your continued use of the Service after a price change takes effect constitutes acceptance of the new price. If you do not agree to a price change, you may cancel your subscription before the change takes effect. To dispute any Fees or Taxes, please contact us at support@hemline.ai within thirty (30) days of the disputed invoice date. If Fees are past due, we may suspend access to the Service after written notice of late payment. Hemline reserves the right to discontinue the Service if Fees are more than thirty (30) days overdue.

To prevent service interruption, Subscriber's Subscription shall automatically renew by default unless cancelled prior to expiration, for a renewal period equal in duration to the original Subscription Term at then-applicable Fees. Hemline may elect not to renew a Subscription by providing 30 days' advance written notice. Upon any Subscription auto-renewal (except annual subscriptions), any unused Output-generation credits remaining immediately prior to Subscription Term expiration shall be forfeited and shall not carry forward to the renewed term. If you purchase a subscription, you have fourteen (14) days after purchase to revoke your purchase for any reason, provided you pay for services received up to the point of revocation. You expressly agree that the Service commences immediately upon purchase, and you authorise Hemline to charge your payment method on the agreed recurring basis until you cancel.

10. Confidentiality, Security, and Data Protection

You may be given access to Confidential Information of Hemline and other third parties. You may use Confidential Information only as needed to use the Service as permitted under these Terms. You may not disclose Confidential Information to any third party and will protect it with at least the same care you use for your own confidential information of similar sensitivity. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of yours; (ii) you already possessed without confidentiality obligations; (iii) is rightfully disclosed to you by a third party without restriction; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or court order, provided you give reasonable prior written notice to Hemline and use reasonable efforts to limit the scope of disclosure. The receiving party's obligations with respect to Confidential Information shall survive for seven (7) years from the date of termination or expiration of the last Subscription Term, unless a longer protection period is required under applicable law.

Hemline utilises reputable cloud hosting providers — AWS (ap-south-1, Mumbai) and GCP (asia-south1, Mumbai) — to store Subscriber Data. In the event Hemline becomes aware of any loss or unauthorised access, disclosure, or use of Subscriber Data ("Security Breach"), Hemline will: (i) promptly notify Subscriber in writing; and (ii) take reasonable steps to identify the cause, minimise harm, and prevent recurrence. Any notification will describe, to the extent known, the details of the Security Breach and steps taken to mitigate risk.

11. Term and Termination

These Terms continue to apply until terminated by you or Hemline. Hemline may terminate these Terms or suspend your access to the Service at any time if we believe you have violated these Terms, if we discontinue the Service or a major component thereof, or if required by applicable law. If these Terms are terminated or your access suspended, Hemline will not be liable to you beyond what is expressly stated in these Terms and will not refund fees already paid, to the extent permitted by law. You may terminate these Terms at any time, upon which you will no longer be permitted to access or use the Service. Upon expiration or termination: (i) any amounts owed to Hemline become immediately due; (ii) each party will return all property including Confidential Information; and (iii) Hemline will remove all Subscriber Data from the Platform and all Subscriber access will cease. Sections 1, 8, 10, 12, 13, and 14 shall survive termination.

12. Warranties, Liability, and Indemnification

Hemline will provide the Service with reasonable care and skill. However, the Service is provided 'as is' and 'as available' without any express, implied, or statutory warranties. To the maximum extent permitted by applicable law, Hemline disclaims all warranties with respect to the Content, including warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement. Subscriber acknowledges and agrees that: (i) the Platform is designed to assist in the development of fashion, apparel, and related designs based in part on training data and prompts provided; (ii) any Outputs are dependent upon the Inputs; and (iii) Trained Models may contain inadvertent biases as a result of training data.

To the extent permitted by law, in no event shall Hemline or Subscriber be liable for special, incidental, consequential, or punitive damages or lost profits arising under or relating to this Agreement. In no event shall either party's aggregate liability exceed the amount of fees actually paid by Subscriber during the twelve (12) months preceding the claim. The foregoing limitations shall not apply to payment obligations or indemnification obligations. If any action is instituted by a third party against Hemline relating to (i) Subscriber's breach of this Agreement, (ii) any claim that Subscriber Data infringes any third party's rights, or (iii) Subscriber's use of the Service in violation of applicable law, Subscriber will defend such action and pay all damages finally awarded against Hemline or paid in settlement.

13. Applicable Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872, the Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023, without regard to India's conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended from time to time). The seat and venue of arbitration shall be Mumbai, India. The arbitral tribunal shall consist of a sole arbitrator mutually agreed upon by the parties, or in default of agreement, appointed in accordance with the said Act. The language of arbitration shall be English. Arbitral awards shall be final and binding and enforceable under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958), to which India is a signatory.

WHERE PERMITTED UNDER APPLICABLE INDIAN LAW, SUBSCRIBER AND HEMLINE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both parties agree, no arbitrator may consolidate more than one person's claims or preside over any form of representative proceeding.

14. General Provisions

These Terms do not create a partnership, joint venture, or agency relationship. Hemline and Subscriber are independent contractors and neither has the power to bind the other or incur obligations on the other's behalf without prior written consent. You may not use Hemline's names, logos, or trademarks without our prior written consent. Subscriber acknowledges that Hemline has the right to use Subscriber's name and logo to identify Subscriber as a customer of Hemline on our website, in marketing materials, or in public announcements. Subscriber may revoke such right at any time by contacting Hemline at support@hemline.ai. Hemline may publish a case study on Subscriber's use of the Platform subject to Subscriber's approval of the content (which shall not be unreasonably withheld or delayed).

You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control, without our prior written consent. Any purported assignment without consent is null and void. Hemline may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or as part of a corporate reorganisation. We may amend these Terms from time to time by posting a revised version on our website. If an update materially affects your rights or obligations, we will provide notice by email or in-product notification. Material changes will take effect no sooner than 30 days after notice. All other changes are effective immediately. Your continued use of the Service after any change constitutes acceptance of the updated Terms.

Any delay in performance by either party shall not constitute a breach of this Agreement if caused by a labour dispute, shortage of materials, fire, flood, earthquake, pandemic, or any other event beyond the party's reasonable control, provided that the affected party uses reasonable efforts to notify the other party and resume performance as soon as possible. The Platform may be subject to applicable export control laws and regulations ("Export Controls"). Subscriber confirms that: (i) Subscriber is not located in, and does not use, export, re-export, or import the Platform in or to, any jurisdiction or entity in violation of Export Controls; and (ii) Subscriber is solely responsible for complying with applicable Export Controls.

The parties agree that this Agreement and any documents signed electronically via DocuSign or similar platforms shall constitute valid, binding agreements and shall be admissible as conclusive evidence in any legal proceedings to the same extent as original wet-ink signatures, consistent with the Information Technology Act, 2000 and the Indian Evidence Act. These Terms and any policies incorporated herein contain the entire agreement between you and Hemline regarding the use of the Service and supersede any prior or contemporaneous agreements, communications, or understandings on that subject. If any provision of these Terms is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, and the affected provision shall be enforced to the fullest extent permitted by law. Any failure by Hemline to enforce these Terms shall not constitute a waiver of that right. All notices under this Agreement shall be in writing and effective upon receipt. Either party may update its notice address by providing written notice to the other party.

15. Community Guidelines

Foster Kindness. Treat each other and our staff with kindness and respect. Refrain from creating content or using text prompts that exhibit disrespect, aggression, or any form of abuse. Violence or harassment will not be tolerated.