Terms & Conditions

Welcome to QD. These Terms and Conditions (the “Terms”) govern your access to and use of the website located at www.wearqd.com (the “Site”), as well as any goods, services, content, mobile messaging programs, promotions, or features offered through or in connection with the Site (collectively, the “Services”). The Site and Services are owned and operated by QD Holdings Inc. (“QD,” “we,” “us,” or “our”).

By visiting the Site, creating an account, placing an order, subscribing to our mobile messaging program, or otherwise interacting with the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you are accessing the Services on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, please do not use the Site or Services.

We may update these Terms at any time, with or without notice. The version posted on the Site when you interact with it is the version that applies to that interaction. Continued use of the Services after changes are posted constitutes your acceptance of the revised Terms.

When you use the Site, place an order, or contact us, you are communicating with QD electronically, and you consent to receive communications from us by email, SMS, or notices posted on the Site. You agree that all such electronic communications satisfy any legal requirement that a communication be in writing.

Any feedback, suggestions, questions, reviews, or other materials you send us (“Submissions”) are treated as non-confidential and non-proprietary. By sending us a Submission, you grant QD a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, publish, distribute, and otherwise exploit the Submission and any ideas or concepts within it for any purpose, without any obligation to you.

QD designs and sells women’s activewear, apparel, and related merchandise (the “Products”), with additional product categories launching over time. We may also offer community features, loyalty promotions, surveys, content, and other online services on the Site.

All Products and Services are offered subject to availability. We reserve the right, in our sole discretion, to:

• Limit order quantities, refuse or cancel any order, or discontinue any Product or Service at any time;
• Correct pricing, description, or inventory errors — including after an order is placed — and to cancel any affected orders with a full refund of amounts charged;
• Modify, suspend, or retire any feature of the Services without notice.

Applicable sales tax, shipping charges, and other fees may be added to the prices shown. You are responsible for any taxes arising from your purchase or use of the Products or Services, except for taxes on QD’s net income.

Subject to your compliance with these Terms, QD grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services for your own personal, non-commercial use.

You agree not to:

• Copy, reproduce, distribute, republish, download, display, or create derivative works from the Site, Products, or Services, except to the extent expressly permitted above;
• Use any automated means (bots, scrapers, crawlers, data-mining tools, etc.) to access or extract content from the Site;
• Use the Site or Services for any commercial purpose, including reselling, without our prior written consent;
• Attempt to disassemble, decompile, reverse engineer, or otherwise probe the source code or underlying infrastructure of the Site;
• Use QD Products to create, source, or reverse-engineer competing products;
• Use QD’s trademarks, logos, product names, or proprietary imagery without our prior written permission.

QD and the QD logo are trademarks of QD Holdings Inc. All other trademarks shown on the Site belong to their respective owners, and their appearance does not imply endorsement of or by QD.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to:

• Provide accurate, current, and complete information when creating or updating your account;
• Promptly update your information as it changes;
• Notify us immediately at breathe@wearqd.com of any unauthorized access or suspected breach of your account.

We reserve the right to refuse service, close accounts, remove content, or cancel orders in our sole discretion — for example, if we suspect fraud, abuse, or a violation of these Terms.

The Site may allow you to post reviews, photos, comments, ratings, questions, or other content (“User Content”). You retain ownership of your User Content, but by posting it you grant QD a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, distribute, display, and create derivative works from your User Content in any media, for any purpose, including marketing and advertising QD’s Products and brand.

You represent and warrant that (a) you own or have all necessary rights in your User Content, and (b) your User Content does not violate these Terms, any law, or any third party’s rights.

You agree not to post User Content that is unlawful, fraudulent, defamatory, obscene, harassing, threatening, discriminatory, infringing, deceptive, or that contains viruses or malicious code. We may remove or edit User Content at any time in our sole discretion and without notice.

The Site may contain links to third-party websites, platforms, or services that are not owned or controlled by QD. We are not responsible for the content, policies, or practices of any third party, and linking does not constitute endorsement. Your dealings with any third party are solely between you and that third party.

All content on the Site — including text, designs, graphics, photographs, illustrations, logos, videos, audio clips, and the arrangement and compilation of the foregoing — and all intellectual property rights in the Site, the Services, and the Products are owned by QD or our licensors and are protected by U.S. and international copyright, trademark, and other laws. These Terms do not transfer any ownership or intellectual property rights to you.

QD warrants that, at the time of delivery, Products will conform in all material respects to the specifications and description posted on the Site for that Product. This limited warranty does not cover:

• Normal wear and tear;
• Damage caused by misuse, accident, alteration, improper care, or failure to follow care instructions;
• Damage resulting from repeated use over time;
• Products not purchased directly from the Site or a QD-authorized reseller.

Your sole remedy for a breach of this warranty is replacement of the non-conforming Product or, at QD’s option, a refund of the purchase price, in each case subject to Section 14 (Returns & Exchanges).

EXCEPT FOR THE LIMITED PRODUCT WARRANTY EXPRESSLY SET FORTH IN SECTION 9, THE SITE, SERVICES, AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND — EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE — INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

QD DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL QD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR PERSONAL INJURY — ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, OR THE PRODUCTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

QD’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE, SERVICES, OR PRODUCTS WILL NOT EXCEED THE GREATER OF (A) TWO HUNDRED FIFTY U.S. DOLLARS ($250.00) OR (B) THE TOTAL AMOUNT YOU PAID TO QD FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS BEFORE THE CLAIM AROSE.

[TO CONFIRM — this cap is a standard protective limit for DTC apparel brands. The $250 figure mirrors BYLT’s template. A lower cap (e.g., purchase price only) is more aggressive in QD’s favor; a higher cap may be preferred if you want to appear more consumer-friendly. Your attorney should confirm what’s enforceable under Florida law for your customer base.]

THIS SECTION IS A MATERIAL PART OF THE BARGAIN BETWEEN YOU AND QD AND APPLIES REGARDLESS OF THE LEGAL THEORY OF THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless QD and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Site, Services, or Products;
• Your User Content;
• Your violation of these Terms or any applicable law;
• Your violation of any third-party right, including intellectual property or privacy rights.

Processing time. Orders are typically processed within 1–3 business days after payment is confirmed. [TO CONFIRM — update to match QD’s actual fulfillment SLA.] Processing times may be longer during promotional periods, holidays, or new-launch drops.

Shipping methods and rates. Shipping options, carriers, and rates are displayed at checkout and may vary by destination, order size, and promotional offers. Estimated delivery times are provided by the carrier and are not guaranteed. QD is not liable for delays caused by the carrier, weather, customs, or other events outside our reasonable control.

Risk of loss. Title and risk of loss for Products pass to you once we deliver the package to the carrier. Claims for lost, stolen, or carrier-damaged packages should be filed with the carrier; we will reasonably assist you with documentation.

International orders. International customers are responsible for all applicable duties, taxes, and customs fees, which are not included in the prices displayed at checkout. If an international package is refused or abandoned at customs, any return shipping and duty costs will be deducted from any refund.

Address accuracy. You are responsible for providing a complete and accurate shipping address. QD is not responsible for orders shipped to an incorrect address provided by you. Reshipments caused by address errors may incur an additional shipping charge.

Return window. We accept returns within thirty (30) days of delivery.

Eligibility conditions. To qualify for a return, the Product must meet all of the following:

• Be in new condition in its original packaging;
• Be unworn;
• Be unwashed;
• Have all original tags attached;
• Be free of damage, odors, and any signs of wear.

QD reserves the right to refuse any return that does not meet these standards. Returns that fail inspection may be sent back to you at your expense, or — at our discretion — a partial refund may be issued to reflect the diminished condition.

Exchanges. We offer size exchanges only, within 30 days of delivery and subject to inventory availability. Color exchanges and cross-style exchanges are not offered — please return the item (if eligible) and place a new order for the desired item. If the requested replacement size is not available, we will issue store credit in accordance with this return policy.

Final Sale items. Items marked “Final Sale” at the time of purchase are not eligible for return or exchange, under any circumstances.

How to initiate a return or exchange. Email breathe@wearqd.com with your order number and the items you wish to return or exchange. We will respond with return instructions and, where applicable, a return authorization. Returns sent without prior authorization may not be accepted.

Return shipping. Unless the return is the result of a QD error or a defective Product, return shipping is the customer’s responsibility. We recommend using a trackable shipping method — QD is not responsible for returns lost or damaged in transit.

Refunds. Once we receive and inspect the returned Product, we will notify you whether the return has been approved. Approved refunds are issued to the original payment method within a reasonable processing window (typically 5–10 business days, depending on your bank or card issuer). Original shipping charges are non-refundable unless the return is due to a QD error.

Defective or incorrect items. If you receive a defective or incorrect Product, contact us within 7 days of delivery at breathe@wearqd.com with photos and your order number, and we will make it right at no cost to you.

Unless otherwise stated, promotional offers, discount codes, and sale prices:

• Are limited to available inventory while supplies last;
• May not be combined with other offers, discount codes, or promotions;
• Are not valid on prior purchases, gift cards, taxes, or shipping;
• Are non-transferable and have no cash value;
• Are void where prohibited by law.

If a returned order included a promotional discount, the refund amount will be adjusted to reflect the discounted price actually paid. QD reserves the right to modify, cancel, or extend any promotion at any time, in its sole discretion, including when we reasonably believe a promotion has been abused or used in bad faith.

QD offers a mobile messaging program (the “Program”) that sends promotional and transactional messages to users who have opted in. By opting in — whether through an enrollment form on the Site, at checkout, by texting a keyword to our short code, or by any other method we make available — you agree to these Program terms.

Consent. By opting in, you consent to receive recurring marketing and transactional text messages from QD at the mobile number provided, which may be sent via an automatic telephone dialing system. Consent is not a condition of purchasing any Product. Message and data rates may apply. Message frequency varies.

Opt-out. You may opt out of the Program at any time by replying STOP to any message from us. You may receive one confirmation message after you opt out. To opt out of a specific campaign while remaining in the Program, use the opt-out keyword provided in that campaign’s messages. Replying STOP is the only reliable way to opt out — emailing us or asking a customer-service representative will not remove you from the list.

Help. For assistance with the Program, reply HELP to any message or email breathe@wearqd.com.

Your obligations. If you change or give up the mobile number associated with your opt-in, you agree to opt out of the Program before doing so. You agree to indemnify and hold QD harmless for any claims, damages, or expenses (including attorneys’ fees and costs under the Telephone Consumer Protection Act, 47 U.S.C. § 227, or similar federal or state law) that result from your failure to notify us of such a change.

Program disclaimers. The Program is offered on an “as-is” basis and may not be available on all carriers, in all areas, or at all times. QD is not responsible for delays or failures in message delivery caused by your carrier, your device, or conditions outside our control. Participating carriers are not liable for delayed or undelivered messages.

Eligibility. You must be the account holder or have permission from the account holder of the mobile number you provide, and you must have a wireless device capable of two-way SMS/MMS messaging on a participating U.S. carrier.

Disputes arising from the Program are subject to Section 18 (Dispute Resolution; Arbitration) below.

The Site and Services are not directed to children under thirteen (13). If you are under 13, you may not use the Site or Services or provide any information to us. If you are between 13 and the age of majority in your jurisdiction (18 in most U.S. states), you may only use the Site with the permission of a parent or legal guardian, who agrees to be bound by these Terms on your behalf. By using the Site, you represent that you meet these requirements.

Governing law. These Terms and any dispute arising out of or relating to them, the Site, the Services, the Products, or the Program are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing any formal claim, you agree to contact us at breathe@wearqd.com and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Binding arbitration. Except as set out below, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Services, the Products, or the Program — including disputes with any third-party SMS service provider acting on QD’s behalf — will be resolved by binding individual arbitration before a single arbitrator, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or Consumer Arbitration Rules, where applicable) then in effect. Arbitration will take place in Orange County, Florida [TO CONFIRM — update to the county where QD’s principal office is located], or remotely where the AAA rules permit.

Federal Arbitration Act. This arbitration agreement is governed by the Federal Arbitration Act (“FAA”). The arbitrator has exclusive authority to decide any issue relating to the scope, enforceability, or applicability of this arbitration agreement, except that a court (not the arbitrator) may decide whether a claim is brought on a class or representative basis.

No class actions. YOU AND QD 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, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one party’s claims or preside over any form of a representative or class proceeding.

Jury trial waiver. If for any reason a dispute proceeds in court rather than in arbitration, you and QD each waive the right to a jury trial to the fullest extent permitted by law.

Exceptions. Either party may (a) bring an individual action in small-claims court for disputes within that court’s jurisdiction, and (b) seek injunctive or other equitable relief in court to protect intellectual property, confidential information, or account security.

30-day opt-out. You may opt out of this arbitration agreement by sending written notice to breathe@wearqd.com within 30 days of your first purchase or first use of the Services, whichever is earlier, including your name, address, and a clear statement that you do not wish to resolve disputes through arbitration.

Costs. Each party bears its own fees and costs associated with the arbitration, except that the arbitrator may reallocate costs in a reasoned decision. If you are a consumer, QD will pay the AAA filing, administrative, and arbitrator fees that it is required to pay under the AAA’s consumer rules.

Severability of this section. If any part of this Section 18 is found unenforceable, that part will be severed and the remainder will remain in full force and effect, except that if the class-action waiver is found unenforceable, the entire arbitration provision will be null and void.

QD will not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemics, supply-chain disruptions, carrier failures, government action, utility or internet outages, or similar events.

Entire agreement. These Terms, together with our Privacy Policy and any policy referenced in or linked from these Terms, constitute the entire agreement between you and QD regarding the Site, the Services, and the Products, and supersede any prior agreements between us on those subjects.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.

Assignment. You may not assign or transfer these Terms or any of your rights under them without our prior written consent. QD may assign these Terms at any time, including to an affiliate, a successor, or in connection with a merger, acquisition, or sale of assets.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except that any third-party SMS service provider acting on QD’s behalf is an intended beneficiary of Sections 11 (Limitation of Liability), 12 (Indemnification), and 18 (Dispute Resolution).

Linking policy. You may link to the Site so long as the link does not present QD, the Products, or the Services in a false, misleading, or disparaging manner, does not suggest any sponsorship or endorsement without our written permission, and does not use QD’s trademarks or logos without prior written consent. We reserve the right to require you to remove any link in our sole discretion.

Headings. Section headings are provided for convenience only and do not affect interpretation.

Questions, concerns, or notices regarding these Terms should be sent to:

QD Holdings Inc.
Attn: Customer Support
Email: breathe@wearqd.com
Mailing address: [TO CONFIRM — insert QD’s business mailing address for legal notices]