DN
DenimNotes
Version 2.0 · 12 June 2026
Terms and Conditions
Operated by Esipick LLC · denimnotes.app
Effective: 12 June 2026 Updated: June 2026 Governing law: Ohio, United States
Please read these Terms carefully. By creating an account or using DenimNotes you agree to be bound by these Terms. If you do not agree, do not use the Platform. These Terms contain important limitations on our liability and provisions on dispute resolution that affect your rights.
Contents
01

Definitions

"Terms"These Terms and Conditions, together with the Privacy Policy, Security Policy, Cookie Policy, and any Subscription Confirmation.
"Platform"The DenimNotes mobile app (iOS/Android), web app at denimnotes.app, and all related services provided by Esipick.
"Esipick / we / us"Esipick LLC, a limited liability company registered in Ohio, United States, operator of DenimNotes.
"User / you"The individual or legal entity that agrees to these Terms and uses the Platform.
"Workspace Owner"The User who created a Workspace and holds the Owner role. There is exactly one Owner per Workspace.
"Team Member"Any User invited to a Workspace by the Owner or an Admin.
"Workspace Role"One of four access levels: Owner, Admin, Editor, or Viewer — with defined permissions as described in Section 13.
"User Content"All data, text, photographs, voice recordings, notes, captures, and other content you create, upload, or transmit through the Platform.
"Connected Workspace"A Workspace linked to another via an accepted collaboration invitation.
"Thread"An in-app message conversation between connected workspaces, with optional pinned fabric references.
"Development Request"A garment development record on the Platform linking a Buyer, nominated fabric, and Garment Maker. Not a binding commercial contract — see Section 11.
"Subscription"A paid plan granting access to Premium features as defined at denimnotes.app/pricing.
02

Acceptance and eligibility

By creating an account or using the Platform you confirm that:

  • You are at least 18 years old
  • You have the legal capacity to enter into these Terms individually, or the authority to bind the company you represent
  • Your use does not violate any law or regulation in your jurisdiction
  • You have read and understood the Privacy Policy and Security Policy, incorporated into these Terms by reference

DenimNotes is a professional B2B platform. It is not intended for consumer use unrelated to a commercial or professional activity.

03

The Platform and services

DenimNotes provides a digital platform for textile supply chain professionals. Confirmed features as of June 2026 include:

  • OCR-assisted fabric hang tag scanning and capture
  • Fabric moodboard management with AI natural language search
  • Supplier range management
  • Three-party collaboration: Buyers, Suppliers, and Garment Makers
  • In-app threads and messaging between connected workspaces
  • AI Chat (schema-only, privacy-preserving)
  • Voice notes with optional transcription
  • Garment development pipeline tracking
  • PDF and CSV export
  • Offline-first capture with sync

3.1 Service availability

We aim for continuous availability but do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance where practicable. We are not liable for interruptions caused by circumstances beyond our reasonable control.

3.2 Changes to the Platform

We may modify, add, or remove features at any time. We will provide 30 days' written notice of material changes that adversely affect paying subscribers. Continued use after such changes constitutes acceptance.

04

Account registration and security

You agree to:

  • Provide accurate, current, and complete information at registration and keep it updated
  • Keep your login credentials confidential and not share them with any third party
  • Notify us immediately at info@esipick.com if you suspect unauthorised access
  • Be responsible for all activity under your account, whether authorised by you or not
  • Not create multiple accounts to circumvent feature limits, restrictions, or a suspension
Workspace Owners bear additional responsibility for ensuring Team Members comply with these Terms. Violations by Team Members are treated as violations by the Workspace Owner for enforcement purposes.
05

Subscription plans and pricing

5.1 Pricing model

DenimNotes is priced on a per-user basis. All new workspaces — Buyers, Suppliers, Garment Makers, and Designers — receive a 30-day free trial from the date of workspace creation. No payment method is required during the trial period, and all Platform features are accessible without restriction.

After the 30-day trial, continued use requires a paid subscription. Fees are charged per active user in the workspace, billed monthly. Current pricing for all user types is published at denimnotes.app/pricing, which is incorporated into these Terms by reference. We update pricing on that page — you are always bound by the rates in effect at the start of your current billing period.

5.2 Buyer and Supplier pricing

Both Buyer and Supplier workspaces are subject to per-user subscription fees after the free trial. Supplier workspaces are charged at a subsidised rate relative to Buyer workspaces, reflecting the network model of the Platform. Current rates for each workspace type are published at denimnotes.app/pricing.

5.3 What counts as an active user

An active user is any team member with an account in your workspace who has logged in or taken any action during the billing month. Invited users who have not accepted their invitation are not counted as active users. You can review and manage active user counts in your workspace settings at any time.

5.4 Billing and renewal

Subscriptions are billed monthly in advance and renew automatically unless cancelled before the renewal date. You authorise us or our payment processor to charge your payment method on file on each renewal date, based on the number of active users in your workspace at the start of that billing period.

5.5 Price changes

We may update per-user pricing at any time by publishing new rates at denimnotes.app/pricing. Material price increases will be notified to active subscribers by email with 30 days advance notice, taking effect at the next renewal following that notice. If you do not accept a price change, cancel before your next renewal date and no further charges apply.

5.6 Refund policy

Subscription fees are non-refundable for the month in which they are charged. If you cancel mid-month, access continues until the end of the paid period with no further charges. If a material service failure attributable to Esipick prevents Platform access for more than 72 consecutive hours in a billing month, you may request a pro-rata credit for the affected period by contacting info@esipick.com within 30 days of the incident.

EU/UK users: statutory cooling-off rights may apply where you have not commenced use of the digital service. Once service performance has begun with your agreement, the right of withdrawal may not apply. Consult applicable consumer protection law in your jurisdiction.

5.7 Payment failure

If payment fails, we will notify you and retry. If the outstanding balance remains unpaid for more than 14 days after the due date, your workspace may be suspended. Your data is retained for 90 days, during which you may settle the balance to restore full access.

5.8 End of free trial

You will receive an email notification 7 days before your free trial expires. If no payment method is added before expiry, your workspace will be suspended at that point. Your data is retained for 30 days following trial expiry, after which it may be permanently deleted if no subscription is activated. We will notify you before any deletion occurs.

06

Free tier and trial periods

The 30-day free trial is provided as-is, with no service level commitment. The trial starts from the date your workspace is created and cannot be paused or extended. Creating a new workspace solely to access a second trial period is a breach of these Terms. Data created during the trial is retained under the same retention policy as paid subscriptions. We may modify the duration or scope of the free trial with 30 days' notice to prospective new users; changes do not affect trials already in progress.

07

Your content and data ownership

You own your User Content. Using DenimNotes does not transfer ownership of your data to us. All captures, notes, voice recordings, photographs, pricing, supplier relationships, and development data remain yours.

You grant Esipick a limited, non-exclusive, worldwide, royalty-free licence to host, store, process, and transmit your User Content solely to provide the Platform services and in accordance with the Privacy Policy. This licence terminates when you delete your account and the retention period has elapsed.

7.1 What we will never do with your content

  • Train AI or machine learning models on your User Content
  • Sell, license, or share your User Content with third parties for commercial purposes
  • Use your pricing data or supplier relationships to create market intelligence products
  • Use your User Content for advertising or profiling

7.2 Content shared with connected workspaces

When you share User Content with a Connected Workspace you grant that workspace a licence to view and use that content for their legitimate business purposes within the Platform. You cannot revoke access to content already viewed by the other party, though disconnecting the workspace prevents future sharing.

7.3 Your warranties regarding your content

You represent and warrant that your User Content: (a) does not infringe any third party's intellectual property rights; (b) does not contain false or defamatory information; (c) does not breach any confidentiality obligation you hold; and (d) complies with all applicable laws.

08

Licence to use the Platform

Subject to compliance with these Terms and payment of applicable fees, Esipick grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes. You may not:

  • Copy, modify, distribute, sell, or lease any part of the Platform or its software
  • Reverse engineer, decompile, or attempt to extract source code
  • Sublicense or resell access to the Platform
  • Use the Platform to build a competing product or service
  • Use automated tools to scrape, extract, or harvest data from the Platform
  • Access the Platform through any interface other than those we provide
  • Remove or alter any proprietary notices, branding, or labels
09

Acceptable use

You agree to use the Platform only for lawful commercial purposes related to textile sourcing, supply chain management, and related activities. You must not:

  • Upload content that infringes intellectual property rights — including photographing catalogue pages or design documents without authorisation
  • Violate any trade secret, confidentiality agreement, or NDA with any third party
  • Use the Platform in a way that facilitates anti-competitive conduct including price-fixing, market allocation, or bid-rigging
  • Transmit malware, viruses, or any code designed to damage or intercept data
  • Attempt to gain unauthorised access to any other user's workspace or data
  • Harass, threaten, or intimidate other users through in-app messaging
  • Impersonate another person or company
  • Violate applicable export control laws or sanctions regulations
  • Facilitate transactions involving sanctioned parties or territories
Competition law notice: DenimNotes connects buyers and suppliers. Users are solely responsible for ensuring that information shared through the Platform — pricing, volumes, commercial terms — does not constitute unlawful anticompetitive information exchange. The Platform is not designed to facilitate price coordination or market sharing. If in doubt, consult a competition law adviser before sharing commercial information with competitors or potential competitors through the Platform.
10

Collaboration and connected workspaces

10.1 Sending invitations

When you send a collaboration invitation you represent that: (a) you have a legitimate business relationship with the invitee; (b) the invitation does not breach any exclusivity or confidentiality obligation; and (c) the email address is known to you in a professional context.

10.2 No warranty on shared data

DenimNotes is a communication and data management tool. We do not verify the accuracy of fabric specifications, pricing, certifications, delivery commitments, or any commercial information shared between workspaces. Connected parties rely on shared data at their own commercial risk.

10.3 Thread messages

Messages sent through in-app threads may be received and retained by the connected workspace. You should treat all thread messages as potentially permanent. Do not send information in a thread that you are not comfortable with the recipient retaining.

10.4 Disconnecting workspaces

Either party may disconnect at any time. Disconnection terminates future data sharing and access but does not affect commercial obligations separately agreed between the parties outside the Platform.

11

Development requests are not commercial contracts

Critical disclaimer — read carefully. A Development Request created on DenimNotes is a workflow management record. It does not constitute a binding purchase order, contract for services, letter of intent, or any other legally enforceable commercial agreement between the Buyer, Garment Maker, or Supplier involved — regardless of the stage it reaches, the data it contains, or the approvals recorded within it.

All commercial commitments — purchase orders, production contracts, fabric supply agreements, CMT agreements — must be formalised through your own contractual processes outside the Platform. DenimNotes does not generate, store, or manage legally binding commercial documents.

Esipick is not liable for any commercial loss arising from a party's reliance on a Development Request record as a binding commitment.

12

AI features — scope and limitations

DenimNotes uses AI for OCR hang tag scanning, natural language search, AI Chat, and voice transcription. By using these features you acknowledge:

  • OCR outputs are not guaranteed accurate. Errors can occur due to image quality, unusual tag formats, or model limitations. Verify AI-extracted data before relying on it commercially.
  • AI search and chat reflect your data only. Results depend on what you have captured. The AI does not have access to external databases or market pricing.
  • AI Chat in supplier threads is restricted. The AI cannot surface price data, private notes, or buyer intelligence in any thread visible to a supplier. This is an architectural restriction, not a guideline.
  • Voice transcriptions may contain errors. Treat transcriptions as an aid, not a verbatim record — particularly for industry-specific terminology or accented speech.
  • AI does not give commercial advice. Nothing produced by any AI feature on the Platform constitutes legal, financial, sourcing, or commercial advice. All decisions are yours.
  • AI features may be updated. Underlying models and providers may change provided we continue to comply with our privacy and data security commitments.
13

Workspace roles and permissions

Each Workspace has four roles with distinct permissions. These are fixed system roles — they cannot be renamed or customised.

RoleKey permissionsRestrictions
OwnerFull access. Manages billing, workspace settings, and deletion.One per Workspace. Cannot be reassigned without transferring the account. Cannot delete their own Owner role.
AdminInvites and manages team members. Full operational access.Cannot promote themselves to Owner. Cannot promote others to Owner. Cannot manage billing.
EditorFull working access — capture, edit, export, collaborate.Cannot manage team membership or billing. Default invite role.
ViewerRead-only access to captures and moodboard.Cannot create, edit, export, or send messages.

The buyer's price field is never visible to any supplier-side role regardless of access level. This is an architectural constraint that applies across all roles in all workspace types.

Role and permission details are further described in the app's Help documentation. We may update role capabilities with notice — we will not remove core capabilities from a role that would materially degrade the usability of an existing subscription tier without 30 days' notice.
14

Intellectual property

The Platform — including software, design, AI models, algorithms, user interface, trademarks, trade names, and all Esipick-created content — is owned by or licensed to Esipick. Nothing in these Terms grants you any rights in the Platform beyond the licence in Section 8.

The DenimNotes name, logo, and related marks are trademarks of Esipick LLC. You may not use these marks without prior written consent.

14.1 Feedback

If you provide suggestions or feedback about the Platform, you grant Esipick a perpetual, irrevocable, royalty-free licence to use and incorporate that feedback without compensation or attribution.

15

Confidentiality

Each party will keep confidential the other party's non-public information disclosed in connection with these Terms and use it only for the purposes of these Terms. This obligation does not apply to information that is or becomes publicly known through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law.

15.1 Our confidentiality of your data

Esipick treats all User Content as confidential business information. Our employees and contractors may access User Content only to the extent necessary for support, maintenance, or legal compliance. All personnel with access are bound by written confidentiality obligations.

15.2 Your confidentiality obligations

You are responsible for ensuring that data you enter into DenimNotes does not breach confidentiality obligations you hold with third parties. Esipick is not liable for your breach of third-party confidentiality obligations through use of the Platform.

16

Disclaimer of warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR COMPLETE; THAT THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS; OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK FOR COMMERCIAL DECISIONS MADE IN RELIANCE ON DATA ACCESSED THROUGH THE PLATFORM.
Statutory rights: In jurisdictions where implied warranties cannot be excluded by contract (including certain EU consumer protection provisions), your statutory rights are not affected by the above. As DenimNotes is a professional B2B platform, this disclaimer is drafted with that context in mind.
17

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESIPICK'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM; OR (B) USD 00. IN NO EVENT SHALL ESIPICK BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST BUSINESS, LOST DATA, OR BUSINESS INTERRUPTION — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.1 Specific exclusions

Without limiting the above, Esipick is not liable for:

  • Commercial losses from incorrect OCR-extracted data relied upon without verification
  • Commercial disputes between Buyers, Suppliers, and Garment Makers arising from Platform data
  • A party's reliance on a Development Request as a binding commercial commitment
  • Losses from a Connected Workspace's misuse of data you shared with them
  • Losses from reliance on AI Chat outputs for commercial decisions
  • Your breach of a third party's confidentiality or intellectual property rights
  • Data loss from failure to maintain your own backups or from sync conflicts on offline-capable devices
  • Unauthorised account access where you failed to maintain adequate credential security
Mandatory limits: Nothing excludes liability for death or personal injury from negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded by law. These exclusions do not apply where prohibited by mandatory consumer protection law.
18

Indemnification

You will indemnify, defend, and hold harmless Esipick and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

  • Your breach of these Terms
  • Your User Content infringing a third party's intellectual property or confidentiality rights
  • Your violation of any applicable law or regulation
  • Commercial disputes between you and any Connected Workspace, Buyer, Supplier, or Garment Maker
  • Your misuse of AI-generated outputs in commercial decision-making
19

Term, suspension, and termination

19.1 Term

These Terms remain in effect from the date you accept them until your account is terminated.

19.2 Termination by you

Cancel your account in account settings at any time. For paid plans, access continues to the end of the current billing period. Data deletion follows the schedule in Privacy Policy Section 9. Export your data before closing your account.

19.3 Termination or suspension by Esipick

We may suspend or terminate your account immediately without prior notice if:

  • You breach these Terms and do not remedy the breach within 7 days of written notice (where capable of remedy)
  • You breach the Acceptable Use Policy (Section 9)
  • We reasonably believe your account is being used for fraudulent or illegal activity
  • Continuing to provide service would expose us to legal liability
  • You fail to pay Subscription Fees and do not remedy within 14 days of notice

We may also terminate for convenience on 30 days' written notice, in which case prepaid unused Subscription Fees will be refunded on a pro-rata basis.

19.4 Effect of termination

  • Your licence to use the Platform ceases immediately
  • Connected Workspaces are automatically disconnected and access to shared data revoked
  • Your data is retained per the Privacy Policy retention schedule
  • Sections 7, 11, 14, 15, 16, 17, 18, and 20 survive termination
20

Governing law and disputes

20.1 Governing law

These Terms are governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of law principles. This choice of governing law does not affect any mandatory consumer or data protection rights you may have under the law of your country of residence.

20.2 Good faith resolution

Before formal proceedings, contact info@esipick.com. We will respond within 15 business days. If unresolved within 30 days, either party may initiate formal proceedings.

20.3 Jurisdiction

Disputes will be resolved exclusively in the state or federal courts located in Ohio, United States. Each party consents to personal jurisdiction in those courts. EU consumers may bring claims in their country of residence as required by mandatory EU law, and either party may seek urgent interim or injunctive relief from any competent court.

20.4 Class action waiver (US users)

To the extent permitted by law, disputes will be conducted on an individual basis only and not in a class, consolidated, or representative action. This waiver may not apply in all jurisdictions.

20.5 EU online dispute resolution

EU consumers may use the European Commission's ODR platform at ec.europa.eu/consumers/odr. Contact: info@esipick.com. As a B2B platform, ODR may not apply to most DenimNotes users.

21

General provisions

Entire agreementThese Terms, the Privacy Policy, and the Security Policy constitute the entire agreement and supersede all prior agreements regarding the Platform.
SeverabilityIf any provision is invalid or unenforceable, it is modified to the minimum extent necessary or severed, without affecting remaining provisions.
WaiverFailure to enforce any provision is not a waiver of that provision or our right to enforce it in future.
AssignmentYou may not assign rights or obligations without our written consent. We may assign in connection with a merger, acquisition, or asset sale, with notice to you.
No third-party beneficiariesThese Terms are between you and Esipick only. No third party has rights under these Terms.
Force majeureNeither party is liable for failure to perform due to causes beyond their reasonable control including natural disasters, government actions, infrastructure failures, or public health emergencies.
NoticesNotices to you will be sent to your registered email address or posted in-app. Notices to Esipick must be sent to info@esipick.com or by post to: 6545 Market Ave, North Street 100, North Canton, Ohio 44721, USA.
LanguageThese Terms are written in English. Where translated, the English version prevails in case of conflict.
UpdatesMaterial changes notified by email and in-app with 30 days' advance notice. Changes requiring consent will be presented for explicit agreement before taking effect.
DenimNotes Terms and Conditions · Version 2.0 · Effective 12 June 2026 · Esipick LLC