Artwork & Digitizing Terms

1. Customer Warranty of Rights Customer represents and warrants that it owns, or holds all necessary rights and licenses to use, any artwork, logos, images, or other materials ("Customer Artwork") submitted for digitizing. Customer agrees to indemnify, defend, and hold harmless Helmsman Stitch Company against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from any allegation that the Customer Artwork, or its use in connection with this order, infringes the rights of any third party.

2. Authorization to Create Derivative Work Customer authorizes Helmsman Stitch Company to create a digitized embroidery file ("Stitch File") derived from the Customer Artwork.

3. Setup Fee; Ownership of Stitch File The setup/digitizing fee charged for this order is a fee for digitizing services only. It does not constitute a sale or transfer of the Stitch File. The Stitch File is an original work created by Helmsman Stitch Company, which retains all copyright and ownership in the Stitch File. Customer does not acquire any ownership of, or right to receive, the Stitch File by paying the setup fee or by ordering finished goods.

4. Purchase of the Stitch File (Optional) Should Customer wish to obtain a copy of the Stitch File itself, it is available for an additional fee. Purchase of the Stitch File is governed by Section 6 below.

5. License to Use Finished Goods Upon receipt of full payment for this order, Helmsman Stitch Company grants Customer a license to use the finished embroidered goods produced under this order. No rights to use any goods or files are granted until payment is received in full. Customer acknowledges that, prior to full payment, Customer has no license to use, reproduce, or distribute the Stitch File or any goods produced from it.

6. Transfer of Stitch File Rights If Customer has paid the separate Stitch File fee in Section 4, then upon receipt of full payment Helmsman Stitch Company GRANTS to Customer a non-exclusive, perpetual license to use the Stitch File for its own products. Until full payment is received, Helmsman Stitch Company retains all rights in the Stitch File, and Customer's use of it is unauthorized.