Terms of Service.

Agreement to These Terms

These Terms of Service (the "Terms") form a binding agreement between you and JD Brand Collective Inc. ("Opus Designr", "we", "us", or "our"). They govern your access to and use of opusdesignr.com, app.opusdesignr.com, and any related products, features, APIs, content, or support channels we make available (together, the "Service").

By creating an account, clicking a button to indicate acceptance, or using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you don't agree, don't use the Service.

If you're using the Service on behalf of a company, brand, agency, or other organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization.

The Service

Opus Designr is a cloud-based platform for fashion design and visual production. The Service includes — but isn't limited to — studios for AI-generated on-model imagery, ghost-mannequin and flat-lay product photos, video clips, sketch-to-render and image-to-flat-sketch conversion, tech-pack creation, and asset management. We may add, change, or retire individual studios, models, file formats, integrations, or limits at any time without prior notice, though we'll try to give reasonable warning for changes that materially affect paying customers.

The Service is delivered as software-as-a-service. You're responsible for the device, internet connection, and any third-party software needed to use it.

Eligibility and Accounts

You must be at least 16 years old to create an account. By signing up, you confirm you meet the age requirement and that the information you provide is accurate.

You're responsible for everything that happens under your account, including activity by anyone you invite to your workspace. Keep your credentials secure, don't share them, and tell us immediately if you suspect unauthorized access. We may require additional verification before reactivating an account that has shown signs of compromise.

One person or organization, one account — except where we offer team/workspace seats, in which case those are governed by the same Terms plus any plan-specific rules surfaced in the app.

Free Preview, Trials, and Beta Features

We may offer a free preview, free trial, or limited free tier ("Free Access"). Free Access is provided "as is" and may be subject to credit caps, watermarks, feature gates, or time limits that we can change at any time. We may end Free Access for any user or for the program as a whole at any time.

From time to time we may release features marked "beta", "preview", "experimental", or similar ("Pre-release Features"). Pre-release Features are unsupported, may break, may be removed, and are provided without any warranty. Outputs from a Pre-release Feature may not represent the final quality of the corresponding production feature.

Plans, Credits, and Billing

Credits. The Service runs on a credit system. Each generation, render, video, or output consumes a number of credits as posted in the Service. Credit costs can change as models and pipelines change; current values are shown at the time of generation.

Subscription plans. Paid plans grant a recurring monthly or annual allotment of credits and feature access as described on our Pricing page at the time you subscribe. Plan benefits and prices may change with reasonable notice for the next renewal cycle.

Auto-renewal. Subscriptions renew automatically at the end of each billing cycle at the then-current rate using the payment method on file, until you cancel. You can cancel at any time from your account settings; cancellation takes effect at the end of the current paid period.

Payment. You authorize us and our payment processor to charge your selected payment method for all fees, taxes, and any applicable add-ons (such as one-time credit top-ups) when due. Failed payments may result in service suspension after a reasonable grace period.

Taxes. Prices are exclusive of taxes unless stated otherwise. You're responsible for all sales, use, value-added, GST, withholding, and similar taxes other than taxes based on our net income.

Refunds. Subscription fees and unused credits are non-refundable except where required by applicable law. We may, at our sole discretion, issue partial or full refunds in special circumstances. Used credits, watermarked outputs, and outputs that don't meet your aesthetic expectations are not grounds for a refund.

Currency and price changes. Charges are in the currency shown at checkout. We may adjust prices for new billing cycles by giving you reasonable advance notice; continuing your subscription after the change is acceptance of the new price.

Your Content

"User Content" means anything you upload, submit, generate, or share through the Service, including reference images, photographs, sketches, prompts, brand assets, model casting selections, generated outputs, tech-pack data, and comments.

You retain all rights you already had in your User Content. You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, copy, display, reformat, transcode, and process User Content strictly to operate, secure, and improve the Service for you and your team. This license ends when you delete the User Content or close your account, except for backups retained for the periods described in our Privacy Policy and any copies we are required to keep by law.

You represent and warrant that you own or have all necessary rights, licenses, consents, releases, and permissions for your User Content and that processing it through the Service won't violate any law or any third party's intellectual-property, publicity, privacy, or contractual rights.

AI-Generated Outputs

Subject to your continued compliance with these Terms and your payment of any applicable fees, we assign to you our rights, if any, in the AI-generated outputs ("Outputs") produced from your inputs. You own your Outputs to the extent we have ownership to assign, subject to (a) any underlying rights in the inputs you supplied, (b) the terms of any third-party model provider that produced the Output, and (c) the legal status of AI-generated content in your jurisdiction, which may not grant copyright protection to fully machine-generated material.

Outputs are provided on an "as is" basis. AI systems can generate inaccurate, biased, or unexpected results. You are responsible for reviewing each Output for fitness, legality, accuracy, and appropriateness before publishing, printing, advertising, listing for sale, or otherwise commercially using it.

The same Output, or one closely resembling it, may be generated for other users using similar inputs. We do not guarantee that any Output is unique or will not be similar to another user's Output.

Likeness, Identity, and Brand Use

How Outputs are used. You are solely responsible for any use, publication, distribution, or commercial exploitation of Outputs once they leave the Service. We don't control and aren't liable for how you, your team, your client, or any downstream party uses Outputs.

People and likenesses. The Service can generate or modify visual content that resembles real or fictional people, products, or brands. We have no obligation to verify that an Output accurately represents any individual, or to prevent Outputs from being misleading as to identity, endorsement, affiliation, or appearance. Securing the rights to use any person's name, image, likeness, voice, or identity — and ensuring Outputs are not false, defamatory, or deceptive — is your responsibility.

No duty to police use. We are not responsible for obtaining model releases, publicity rights, talent clearances, or trademark clearances on your behalf. Any claim, dispute, or liability arising from misrepresentation, mistaken identity, alleged harm to reputation, or misuse of Outputs in marketing, social media, e-commerce listings, packaging, advertising, or anywhere else is a matter between you and the other parties involved.

Third-party reliance. If you share an Output with anyone else, you are responsible for any statements or implications it may create. We do not warrant that any Output meets a particular regulatory, advertising-self-regulation, or industry standard.

Acceptable Use

You agree not to use the Service to:

• Break the law or facilitate someone else doing so.
• Infringe, misappropriate, or violate intellectual-property, publicity, privacy, contract, or other rights of any third party — including by uploading copyrighted artwork, copyrighted photography, trademarked logos, or designer pieces you don't have rights to use.
• Generate or distribute content that is sexually explicit involving minors, content that depicts non-consensual sexual activity, content that promotes terrorism or self-harm, or content that violates other applicable safety law.
• Generate deceptive content intended to defraud, defame, harass, or impersonate a real person without consent.
• Reverse-engineer, decompile, or attempt to extract our models, weights, prompts, or proprietary pipelines.
• Use automated tools, scripts, or scrapers to access the Service except through interfaces we publicly support.
• Use the Service to build or train a competing AI product.
• Resell, rent, sublicense, or commercially redistribute access to the Service to a third party without a written agreement.
• Probe, scan, stress-test, or interfere with the security or availability of the Service.
• Misrepresent your identity, your affiliation, or the source of an Output.

We may remove offending content, suspend, or terminate accounts that violate these rules, with or without notice depending on severity.

Our Intellectual Property

The Service, including its software, models, fine-tunes, training pipelines, designs, branding, copy, documentation, and the curated default assets we provide, is owned by JD Brand Collective Inc. or our licensors and is protected by intellectual-property law. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

Nothing in these Terms transfers ownership of the Service to you. Feedback or suggestions you give us about the Service may be used by us for any purpose without compensation or credit.

Third-Party Services and Integrations

The Service relies on third-party model providers, infrastructure providers, and integrations (for example, AI inference APIs, payment processors, analytics, email delivery, and cloud hosting). Their availability, terms, and pricing are outside our control. We're not responsible for third-party services and we don't make any representation about them. If a third-party provider becomes unavailable, we may substitute, remove, or change a feature that depended on it.

If you connect a third-party tool to your Opus Designr account, you authorize us to exchange data with that tool as needed and you remain bound by that tool's own terms.

Privacy

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms. By using the Service you agree to our processing of your data as set out there.

Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). Each party agrees to (a) use the other party's Confidential Information only to perform its obligations or exercise its rights under these Terms, and (b) protect that Confidential Information using at least the same care it uses for its own confidential information of similar importance. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed.

Disclaimers

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL CODE; THAT OUTPUTS WILL BE ACCURATE, NON-INFRINGING, FIT FOR ANY PURPOSE, OR COMMERCIALLY USABLE IN ANY JURISDICTION; OR THAT DATA YOU TRANSMIT WILL ALWAYS BE PRESERVED. ARTIFICIAL-INTELLIGENCE OUTPUTS MAY CONTAIN ERRORS, BIAS, OR UNEXPECTED CONTENT. THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL, COMPLIANCE, MEDICAL, FINANCIAL, OR DESIGN ADVICE.

SOME JURISDICTIONS DON'T ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; THOSE EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED IN YOUR JURISDICTION.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL JD BRAND COLLECTIVE INC., ITS AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE — REGARDLESS OF LEGAL THEORY AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold harmless JD Brand Collective Inc., its affiliates, and its and their officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your User Content; (b) your use, modification, or distribution of Outputs; (c) any alleged infringement, misappropriation, or violation of a third party's intellectual-property, publicity, privacy, or other rights connected to your inputs or Outputs; (d) your breach of these Terms or applicable law; (e) your interaction with any third party regarding Outputs; or (f) any misrepresentation or claim of endorsement created by your use of an Output.

We may, at your expense, assume the exclusive defense and control of any matter for which you owe indemnification, in which case you agree to cooperate with our defense.

Suspension and Termination

You can stop using the Service at any time and cancel your subscription from your account settings.

We may suspend, restrict, or terminate your access — with or without notice — if we reasonably believe you've violated these Terms, are putting the Service or other users at risk, are using the Service abusively, or if we are required to do so by law. We will try to give notice where reasonable.

On termination: your right to use the Service ends immediately, paid amounts are non-refundable except where required by law, and we may delete your User Content after a reasonable period. Sections that by their nature should survive (including ownership, disclaimers, limitation of liability, indemnification, confidentiality, and dispute resolution) will survive termination.

Changes to These Terms or the Service

We may update these Terms from time to time. If a change is material, we will give reasonable advance notice through the Service or by email. Continuing to use the Service after the effective date of the updated Terms means you accept them. If you don't agree, your remedy is to stop using the Service and cancel your account.

We may also change, suspend, or discontinue any part of the Service. We are not liable to you or any third party for any modification, price change, suspension, or discontinuation of the Service.

Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Subject to the next paragraph, the state and federal courts located in Delaware will have exclusive jurisdiction over any dispute that is not subject to arbitration, and you consent to personal jurisdiction there.

You and we agree to first try to resolve any dispute informally by contacting admin@opusdesignr.com. If we cannot resolve the dispute within 60 days, either party may submit it to binding arbitration on an individual basis (no class actions, no consolidated arbitrations) before a single arbitrator under the rules of a recognized arbitral body. Each party will bear its own costs unless the rules say otherwise. Either party may seek injunctive relief in court for intellectual-property infringement or unauthorized access to the Service. Where applicable law gives you the non-waivable right to bring a claim in your local court, this paragraph does not override that right.

Export Control and Sanctions

You may not access the Service from a country subject to a comprehensive U.S. embargo or if you are on a U.S. denied-parties list. You agree to comply with all applicable export-control and sanctions laws.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, network or power failures, or third-party service outages.

Miscellaneous

Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

Severability. If any provision of these Terms is held invalid or unenforceable, the rest will remain in effect.

No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.

Independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Entire agreement. These Terms, together with our Privacy Policy, Cookie Policy, and any plan-specific terms surfaced inside the Service, are the entire agreement between you and us regarding the Service and supersede any prior agreement on the same subject matter.

Notices. We may give notice through the Service, by email to the address on file, or by other reasonable means. Notices to us must be sent to admin@opusdesignr.com.

Headings. Section headings are for convenience only and don't affect interpretation.

Contact

For questions about these Terms, contact:

JD Brand Collective Inc.
Attn: Legal — Opus Designr
admin@opusdesignr.com