Ownership of All Designs
All swimwear designs, including without limitation all sketches, layouts, patterns, prints, graphics, color combinations, artwork, specifications, technical drawings, digital renderings, tech packs, garment configurations, and any other creative works, concepts, or materials created, modified, generated, or developed through the Q Swimwear design software (collectively, the "Designs"), whether created solely by a user, collaboratively, or with the assistance of the software, are and shall remain the sole and exclusive property of Q Swimwear.
By accessing or using the design software, you acknowledge and agree that Q Swimwear owns all right, title, and interest in and to the Designs, including all associated copyrights, design rights, trade dress, trademarks, patents (where applicable), trade secrets, and all other intellectual property rights, whether existing now or arising in the future.
Assignment of Rights
To the fullest extent permitted by applicable law, you hereby irrevocably assign, transfer, and convey to Q Swimwear, without additional consideration, all worldwide right, title, and interest in and to any intellectual property rights that may vest in you in connection with any Design created through the software. This assignment is effective immediately upon creation of the Design.
You further agree to execute any documents and take any actions reasonably requested by Q Swimwear to confirm, perfect, register, enforce, or protect Q Swimwear's ownership rights. If you fail or are unable to do so, you irrevocably appoint Q Swimwear as your attorney-in-fact, coupled with an interest, solely for the limited purpose of executing such documents on your behalf.
Customer-Provided Content
You may upload logos, trademarks, artwork, graphics, prints, photographs, text, or other content that you own or have the legal right to use ("Customer Content"). You represent and warrant that you possess all necessary rights, licenses, and permissions to upload and use such Customer Content within the design software and that such Customer Content does not infringe the rights of any third party.
Except for the limited license granted below, ownership of Customer Content remains with you or its respective owner.
You grant Q Swimwear a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, display, store, distribute, manufacture, and otherwise use Customer Content solely as necessary to operate the design platform, create Designs, manufacture products, fulfill orders, provide customer support, improve the software, market Q Swimwear's services (unless you expressly opt out in writing), and enforce these Terms.
Ownership of Derivative Designs
Notwithstanding your ownership of any Customer Content, you acknowledge and agree that all swimwear Designs, layouts, garment configurations, pattern placements, technical specifications, tech packs, modifications, enhancements, derivative works, compilations, arrangements, and all other design elements created, generated, or developed within or through the Q Swimwear design software—including any Designs that incorporate or are based upon Customer Content—shall be the sole and exclusive property of Q Swimwear.
For clarity, your ownership of Customer Content does not grant you ownership of the resulting swimwear Design or any derivative work, compilation, arrangement, adaptation, or manufacturing specification created through the software. Q Swimwear retains exclusive ownership of all such Designs and derivative intellectual property, while you retain ownership only of your original Customer Content as it existed prior to being uploaded to the platform.
Exclusive Use of the Design Platform
The Q Swimwear design software is provided solely for the purpose of designing, developing, and ordering swimwear products to be manufactured by Q Swimwear.
You agree that you will not use, nor permit any third party to use, any Design, tech pack, pattern, specification, rendering, artwork placement, sizing information, manufacturing instruction, or other output generated by the software to solicit quotations from, engage, or manufacture products with any manufacturer, supplier, factory, or other third party other than Q Swimwear.
You further agree not to download, export, copy, reproduce, reverse engineer, recreate, modify, or otherwise use any Design or software-generated output for the purpose of manufacturing products outside of Q Swimwear or assisting another person or entity in doing so.
Any attempt to manufacture, reproduce, commercialize, license, sell, or otherwise exploit a Design outside of Q Swimwear without Q Swimwear's prior written consent constitutes a material breach of these Terms and may result in immediate suspension or termination of your account, cancellation of pending orders, and the pursuit of all legal and equitable remedies available to Q Swimwear.
No License to Commercialize Designs
Except as expressly authorized in a separate written agreement signed by Q Swimwear, you are granted no ownership interest or license to manufacture, reproduce, distribute, sell, license, sublicense, commercialize, or otherwise exploit any Design created through the software. All rights not expressly granted are reserved by Q Swimwear.
Reservation of Rights
Q Swimwear reserves all rights not expressly granted herein. Nothing in these Terms shall be construed as transferring ownership of any intellectual property belonging to Q Swimwear.
Equitable Relief
You acknowledge that any unauthorized use or disclosure of the Designs or other intellectual property of Q Swimwear would cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, Q Swimwear shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedies, in addition to any other rights or remedies available at law or in equity, without the requirement to post a bond where permitted by law.
Survival
The provisions of this section shall survive termination of your account, completion of any order, cancellation of any transaction, or cessation of your use of the design software.
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