Terms of Service

1. Agreement to Terms

These Terms govern your use of the Service. By creating an account, clicking a button to accept these Terms, or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and by any policies referenced in them (including the Privacy Policy).

If you are accessing or using the Service on behalf of a business, partnership, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” and “your” refer to both you individually and to that entity.

2. Eligibility & Account Registration

2.1 Eligibility

You must be at least 18 years old and able to form a binding contract under the laws of your jurisdiction to use the Service. The Service is intended for business use by fashion brands and authorized retail buyers; it is not intended for use by consumers. By using the Service you represent and warrant that you meet these requirements and that you are not barred from using the Service under the laws of the United States or any other applicable jurisdiction.

2.2 Account Creation

To access most features of the Service you must create an account. You agree to (a) provide accurate, current, and complete information during registration and at all times during your use of the Service; (b) maintain and promptly update your information; (c) keep your login credentials confidential and secure; and (d) be responsible for all activity that occurs under your account, whether or not authorized by you.

2.3 Notify Us of Unauthorized Access

You must notify us immediately at legal@linesheet.io of any unauthorized use of your account or any other suspected security breach. We are not liable for any loss or damage arising from your failure to comply with this section.

2.4 One Account per Business

You may not create more than one account per business entity without our prior written permission. You may not create an account using false information, on behalf of someone other than yourself or your authorized business, or to circumvent a suspension or termination.

3. Description of the Service

LINESHEET provides a software-as-a-service platform and online marketplace that helps fashion brands publish digital wholesale linesheets, list products, manage orders, communicate with retailers, process payments, generate AI-assisted content (including product photography, sales drafts, and follow-up messages), and otherwise operate their wholesale business. The Service also enables verified retail buyers to discover brands, request connections, place wholesale orders, and manage their purchasing workflow.

We may modify, suspend, or discontinue any feature of the Service at any time, with or without notice. We may introduce beta or experimental features that are clearly marked as such and that may be subject to additional terms.

4. Account Types & Marketplace Role

4.1 Brand Accounts

Brand accounts are for businesses that sell fashion products at wholesale to retailers. As a Brand, you are solely responsible for (a) the accuracy of every product listing, price, MOQ, lead time, fabric content, sizing, and other information you publish; (b) maintaining sufficient inventory to honor accepted orders; (c) shipping products as described and within the times you commit to; (d) complying with all laws applicable to the sale, marketing, and distribution of your products, including import/export, customs, consumer protection, product safety, labelling, and tax laws; and (e) honoring any returns, refunds, warranties, or claims under your own published policies and applicable law.

4.2 Retailer Accounts

Retailer accounts are for businesses authorized to purchase wholesale goods for resale. As a Retailer, you represent and warrant that you operate a legitimate retail business, that you have the authority to enter into purchase commitments on behalf of that business, and that you will provide accurate billing, shipping, tax, and resale certificate information. You agree to pay all amounts due under orders you submit in accordance with the payment terms accepted by the Brand.

4.3 LINESHEET's Role

LINESHEET provides the technology platform that connects Brands and Retailers. We are not a party to any purchase, sale, contract, or other transaction between Brands and Retailers. We do not buy or sell merchandise, do not take title to inventory, do not warehouse products, and do not act as a broker, agent, or insurer for any user. You acknowledge and agree that any transaction you enter into through the Service is between you and the counterparty user, and that LINESHEET is not responsible for the quality, safety, legality, fitness for purpose, or any other aspect of products listed or sold through the Service, nor for the ability of any user to perform its obligations.

5. Subscriptions, Fees & Billing

5.1 Plans

LINESHEET offers a free tier and one or more paid subscription tiers (currently the Grow and Pro plans for Brands; Retailer accounts are free). Current plan features, prices, and limitations are described on our Pricing page. By selecting a paid plan you agree to pay the listed fees in accordance with these Terms.

5.2 Marketplace Fees

Orders placed by Retailers who first discovered a Brand through the LINESHEET marketplace are subject to a marketplace commission (currently fifteen percent (15%) of the order subtotal). This fee applies regardless of plan tier and is deducted automatically from payouts.

5.3 Direct-Order Fees

Orders placed by Retailers who were invited or directed to a Brand's linesheet outside the marketplace (e.g. by direct link or email) are subject to a direct-order processing fee that varies by plan: currently two percent (2%) on the Free and Grow plans and zero percent (0%) on the Pro plan. These fees are exclusive of third-party payment processing fees (see Section 5.7).

5.4 AI Add-On

AI features (including AI-generated product photography, sales drafts, follow-up sequences, and brand-voice analysis) are subject to monthly usage quotas based on your subscription tier and any AI add-on subscription you have purchased. We may meter, throttle, or temporarily restrict AI features if usage exceeds the applicable quota or appears abusive or automated.

5.5 Billing & Auto-Renewal

Paid subscriptions are billed in advance on a monthly or annual basis as you select at sign-up. Subscriptions automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date through your account settings or by emailing legal@linesheet.io.

5.6 Changes to Fees

We may change subscription prices, marketplace fees, or other charges from time to time. We will provide at least thirty (30) days' notice of any material price increase by email or in-product notice. The new pricing will apply to your next billing period after the notice period expires; your continued use of the Service after the change constitutes acceptance.

5.7 Payment Processing & Taxes

Payments are processed by third-party providers (currently Stripe, Inc. and Stripe Connect). You authorize us and our payment processor to charge the payment method on file for all applicable fees. Your use of any payment processor is subject to that processor's terms of service and privacy policy. Stripe's standard processing fees apply to all transactions and are deducted in addition to LINESHEET's marketplace or direct-order fees.

All fees are exclusive of any sales, use, value-added, or similar taxes. You are responsible for any such taxes other than those based on our net income. Brands are responsible for collecting and remitting sales tax on transactions with their Retailers as required by applicable law.

5.8 No Refunds

Except as required by law or as expressly stated in these Terms, subscription fees, marketplace fees, and direct-order fees are non-refundable. We may, in our sole discretion, issue prorated refunds of subscription fees on a case-by-case basis.

6. Marketplace Transactions

6.1 Stripe Connect

Brands receive payment for orders through Stripe Connect. By creating a Brand account and accepting orders, you (a) agree to the Stripe Connected Account Agreement and the Stripe Services Agreement, (b) authorize LINESHEET to disburse funds to your Stripe-connected bank account net of applicable fees, and (c) understand that Stripe may collect identity verification information from you as required by law.

6.2 Order Lifecycle

A Retailer submits a wholesale order through the Service. The Brand may accept, confirm, modify, or decline the order. Once a Brand confirms an order it becomes a binding purchase order between the Brand and the Retailer, subject to any payment terms (e.g. Prepay, 50/50, Net 15/30/60/90) the Brand has agreed to accept and the Retailer has selected at checkout.

6.3 Disputes Between Users

Any dispute regarding an order, including product quality, accuracy, delivery, returns, refunds, chargebacks, or alleged breach of any purchase order, is solely between the Brand and the Retailer. LINESHEET is not responsible for resolving these disputes and is not obligated to refund any marketplace or direct-order fees in connection with them. We may, in our sole discretion, suspend payouts, freeze funds, or otherwise act as we reasonably believe necessary while a dispute is resolved.

6.4 Chargebacks & Reversals

Chargebacks, reversals, or refunds initiated by a Retailer or its payment provider may result in deductions from the Brand's Stripe Connect balance. You are responsible for any chargeback fees and for cooperating with any related investigations.

6.5 Cancellations & Returns

Cancellation, modification, and return policies for any order are established by the Brand and disclosed on its linesheet or storefront. By submitting an order, the Retailer agrees to those policies. LINESHEET does not impose its own return policy on marketplace transactions.

7. User Content & License

7.1 Your Content

You retain all right, title, and interest in and to the content you upload, submit, or transmit through the Service, including product photos, names, descriptions, prices, linesheets, messages, and brand profile information (“User Content”).

7.2 License to LINESHEET

You grant LINESHEET a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (only to the extent technically necessary for the Service, e.g. resizing images, generating thumbnails, transcoding, formatting), distribute, publicly display, and publicly perform your User Content solely to: (a) operate, provide, and improve the Service; (b) display your listings, storefront, and linesheets to Retailers and other users as you have configured them; (c) generate derivative outputs through AI features you opt into; and (d) promote LINESHEET, provided that any marketing use of your branded content outside the Service will be subject to your prior approval.

7.3 Representations About Your Content

You represent and warrant that (a) you own or have obtained all necessary rights, licenses, consents, and permissions to upload your User Content and to grant the license in Section 7.2; (b) your User Content does not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other right; and (c) your User Content complies with these Terms and applicable law.

7.4 Removal

We may remove, suspend, or restrict access to any User Content at any time, with or without notice, if we reasonably believe it violates these Terms, infringes a third-party right, or poses a risk to other users, the Service, or LINESHEET.

8. AI Features

8.1 AI-Generated Content

The Service includes features powered by third-party large language models and image-generation models (collectively, “AI Features”). The specific model providers may change from time to time. Text or image outputs (“AI Output”) are generated based on inputs and context you provide, including your User Content.

8.2 Ownership & Responsibility

As between you and LINESHEET, you own the AI Output you generate through the Service, subject to (a) the underlying terms of the third-party AI providers, (b) the limitations on copyrightability of AI-generated content under applicable law, and (c) any third-party rights in inputs you provided. You are solely responsible for reviewing AI Output before publishing, sending, or otherwise using it. AI Output may be inaccurate, incomplete, biased, or otherwise inappropriate; do not rely on AI Output as a substitute for professional advice.

8.3 No Warranty on AI Output

AI Output is provided on an “as is” basis and without warranty of any kind. LINESHEET does not guarantee that AI Output will be accurate, original, free of intellectual property infringement, suitable for your use case, or compliant with any regulation. You assume all responsibility for any reliance on, publication of, or commercial use of AI Output.

8.4 Third-Party AI Terms

Your use of AI Features is also subject to the usage policies and terms of the underlying third-party AI providers. You agree not to use AI Features to generate content that violates those policies or applicable law. A current list of AI providers is available on request by emailing legal@linesheet.io.

8.5 Usage of Inputs

We may use your prompts, inputs, and AI Output internally to investigate abuse, debug the Service, and improve product quality, subject to the Privacy Policy. We will not use your inputs or AI Output to train foundation models without your separate, explicit consent.

8.6 Quotas & Fair Use

AI Features are subject to monthly quotas and fair-use limits as published on the Pricing page or in your account. We may throttle, suspend, or charge for usage that exceeds these limits or that appears automated, abusive, or otherwise inconsistent with normal human use.

9. Intellectual Property & DMCA

9.1 Our IP

The Service, including all software, designs, text, graphics, logos, marks, the “LINESHEET” name, the LI/NE mark, and all related intellectual property, is owned by or licensed to LINESHEET and is protected by intellectual property laws. Except for the limited rights expressly granted to you in these Terms, no license or right is granted to you in any of our intellectual property.

9.2 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant LINESHEET a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, modify, and exploit that feedback for any purpose, without obligation or attribution.

9.3 Copyright Infringement (DMCA)

We respect the intellectual property rights of others and expect our users to do the same. If you believe any content on the Service infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”) to our designated agent at legal@linesheet.io containing the information required by 17 U.S.C. § 512(c)(3), including:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
• Identification of the copyrighted work claimed to be infringed;
• Identification of the material that is claimed to be infringing and a URL or other location sufficient to find it;
• Your contact information (address, telephone number, email);
• A statement that you have a good-faith belief that the use is not authorized;
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

We may terminate the accounts of users who are determined to be repeat infringers.

10. Acceptable Use Policy

You agree not to (and not to allow any third party to) use the Service to:

• Sell prohibited goods.List, sell, offer for sale, or facilitate the sale of any counterfeit, stolen, replica, unlicensed, or illegal merchandise, or merchandise that infringes any third party's intellectual property or other rights.
• Violate laws. Violate any local, state, federal, or foreign law, regulation, or court order, including consumer protection, competition, anti-spam, export-control, sanctions, or anti-corruption laws.
• Harm others. Threaten, harass, abuse, defraud, stalk, defame, or otherwise harm any person or entity.
• Publish unlawful content. Post or transmit content that is unlawful, obscene, sexually explicit, hateful, discriminatory, or that promotes violence or self-harm.
• Spam. Send unsolicited bulk communications, chain letters, pyramid schemes, or similar mass messaging.
• Misrepresent. Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Scrape or automate. Use any scraper, crawler, bot, spider, or other automated means to access, copy, or extract data from the Service except through publicly documented APIs and in accordance with their terms; reverse engineer, decompile, or disassemble the Service; circumvent any rate limit, paywall, or access control.
• Probe security.Probe, scan, or test the vulnerability of the Service, breach security or authentication measures, or interfere with the operation of the Service or any user's use of it. Coordinated, good-faith security research is welcome — please email legal@linesheet.io before testing.
• Misuse AI.Use AI Features to generate disinformation, deepfakes, sexually explicit content involving real or fictional minors, content that violates a third party's rights, or any content that violates the underlying AI provider's usage policy.
• Reuse our content commercially. Use the LINESHEET name, logo, or marks in any way that suggests sponsorship or endorsement without our prior written permission.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, without notice, and may subject you to civil or criminal penalties.

11. Privacy

Our Privacy Policy describes how we collect, use, and share information about you when you use the Service. By using the Service you consent to our collection and use of information as described in the Privacy Policy.

12. Third-Party Services

The Service relies on, integrates with, or links to services operated by third parties — including payment processors (Stripe), shipping carriers and rate aggregators, email delivery providers, AI model providers, analytics and error-monitoring providers, and infrastructure providers. Your use of any third-party service that you choose to connect to or interact with through the Service is governed by that third party's own terms and privacy policy. LINESHEET is not responsible for the availability, accuracy, content, or practices of any third-party service and is not liable for any damages arising from your use of them. A current list of the categories of service providers we rely on is available in our Privacy Policy; a current list of the specific providers in each category is available on request by emailing legal@linesheet.io.

13. Term & Termination

13.1 Term

These Terms apply from the moment you first access or use the Service and continue until terminated.

13.2 Termination by You

You may stop using the Service at any time and may close your account through your account settings or by contacting legal@linesheet.io. If you have a paid subscription, cancellation is effective at the end of your current billing period.

13.3 Termination or Suspension by Us

We may suspend or terminate your account and access to the Service at any time, with or without notice and with or without cause, including if we reasonably believe you have violated these Terms, you create risk or possible legal exposure for LINESHEET or other users, your account has been inactive for an extended period, or we are required to do so by law.

13.4 Effect of Termination

Upon termination, your right to access and use the Service ends immediately, and we may delete your account, User Content, and related data after a reasonable retention period as described in the Privacy Policy, except where retention is required by law or where data is needed to resolve a dispute or enforce these Terms. Sections of these Terms that by their nature should survive termination will survive, including Sections 7.2 (license), 8 (AI Features), 9 (IP), 14–19 (disclaimers, liability, indemnification, disputes, changes, general provisions).

14. Disclaimers

The service, including all software, content, AI output, and any third-party content or services accessed through it, is provided on an “as is” and “as available” basis, without warranty of any kind, express, implied, or statutory. To the maximum extent permitted by law, LINESHEET expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising out of course of dealing, usage, or trade.

Without limiting the foregoing, LINESHEET does not warrant that the Service will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Service is free of viruses or other harmful components; that any data you submit will be preserved; that AI Output will be accurate or original; or that the Service will meet your requirements or expectations. You use the Service at your sole risk.

LINESHEET does not endorse, guarantee, or assume responsibility for any product or service advertised or offered by a Brand or any other third party through the Service. LINESHEET is not responsible for the conduct, online or offline, of any user of the Service.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will LINESHEET, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, goodwill, use, data, business interruption, or other intangible losses, arising out of or in connection with your use of or inability to use the Service, any transaction with another user, any AI Output, or any third-party services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not LINESHEET has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, LINESHEET's aggregate liability to you for all claims arising out of or relating to these Terms or your use of the Service will not exceed the greater of (a) the total amounts you paid LINESHEET in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) one hundred US dollars (US $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions our liability is limited to the maximum extent permitted by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless LINESHEET and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or in connection with (a) your use or misuse of the Service; (b) your User Content; (c) your transactions, communications, or other interactions with any other user; (d) your violation of these Terms or of any law or third-party right; or (e) any AI Output you publish or otherwise rely on.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution

Before filing any formal claim, you and LINESHEET agree to try to resolve the dispute informally. You agree to first contact us at legal@linesheet.io with a written description of the dispute and the relief you seek. The parties will negotiate in good faith for at least sixty (60) days before any formal proceeding is initiated.

17.3 Binding Arbitration

If informal resolution fails, you and LINESHEET agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (or, at your election, the American Arbitration Association under its Commercial Arbitration Rules), rather than in court, except that you may assert claims in small-claims court if your claims qualify. The arbitration will be held in the State of Delaware or such other location as the parties agree, and may be conducted by telephone, video conference, or based solely on written submissions where permitted by the rules. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

17.4 Class Action Waiver

You and LINESHEET agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims, may not preside over any form of representative or class proceeding, and may award relief only on an individual basis.

17.5 Opt-Out

You may opt out of Sections 17.3 and 17.4 by sending written notice to legal@linesheet.iowith the subject line “Arbitration Opt-Out” within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, email address, and the statement “I opt out of the arbitration and class waiver in the LINESHEET Terms of Service.”

17.6 Exceptions

Notwithstanding the foregoing, either party may bring an individual action in court to seek injunctive or other equitable relief to protect its intellectual property rights, and either party may bring a claim in small-claims court if it qualifies.

17.7 Time Limitation

Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arises, or be permanently barred.

17.8 Venue for Court Actions

To the extent any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

18. Changes to These Terms

We may update these Terms from time to time. If we make a material change we will notify you by email or in-product notice at least thirty (30) days before the change takes effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance. If you do not agree to the updated Terms you must stop using the Service before the change takes effect.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and LINESHEET regarding the Service and supersede all prior or contemporaneous communications and proposals.

19.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and the invalid provision will be enforced to the maximum extent permitted by law.

19.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.

19.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this section is void. LINESHEET may freely assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

19.5 Force Majeure

LINESHEET will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, labor dispute, power outage, internet or telecommunications failure, or third-party service failure.

19.6 Notices

We may give you notice by email (to the address associated with your account) or by posting a notice in the Service. You may give us notice by email to legal@linesheet.io or by postal mail to: Linesheet, Inc., Attn: Legal, at the address we provide upon request.

19.7 Relationship

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and LINESHEET.

19.8 Language

The English version of these Terms is the authoritative version. Any translation is provided for your convenience only; if there is any conflict between the English version and any translation, the English version controls.

19.9 Export Control

You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations.

19.10 U.S. Government Users

The Service is “commercial computer software” as defined in 48 C.F.R. § 2.101. Use by a U.S. government entity is subject to the rights granted under these Terms.

20. Contact

If you have any questions about these Terms, please contact us at:

Linesheet, Inc.
Attn: Legal
Email: legal@linesheet.io
Website: https://linesheet.io