This License Agreement is between Un.Box Studio, LLC, d/b/a Black Rabbit Design, d/b/a Black Rabbit Shop (“Designer”) and the customer (“Licensee”) who wishes to obtain permission to utilize one or more of Designer’s instruments of service items or plan set items (“Plans”). This License Agreement sets out the terms and scope of the license that Designer is willing to grant Licensee, and the conditions that Licensee must fulfill to obtain such license. Unless otherwise modified or supplemented by a writing signed by both Designer and Licensee, this License Agreement is the complete agreement of the parties concerning the terms and scope of the license. The parties agree that Designer is not and will not be granting any implied licenses to Plans or to the design of the buildings depicted therein.
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Limitation of liability:
In recognition of the relative risks, rewards and benefits of the project to both Licensee and Designer, the risks have been allocated such that Licensee agrees that, to the fullest extent permitted by law, Designer’s total liability to Licensee for any and all injuries, claims, losses, expenses, damages or claim expenses immediately arising out of these Terms from any cause or causes, shall not exceed the amount of Designer’s total compensation paid per these Plans. Such causes include, but are not limited to, Designer’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty.
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Severability:
If any provision of these Terms are held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the Terms shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a party hereof, and the remaining provisions shall remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision, there shall be added automatically as a part of these Terms, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
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Ownership of plans:
The Plans and the design of the building depicted in them are the copyrighted intellectual property of Designer, and are instruments of service that are and at all times remain the property of Designer whether or not Plans or services are completed. Licensee acknowledges and agrees that Designer is the sole author and owner of valid copyrights in these works. Licensee agrees and acknowledges that any unauthorized use of the Plans or the designs of the buildings depicted therein are and will be acts of copyright infringement.
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Representation and warranty of no prior infringement:
Licensee represents and warrants that neither Licensee nor any party in privity with Licensee has previously made any unauthorized use of any of Designer’s plans or the design of any building depicted therein, including but not limited to creating any derivative works or beginning construction of any building based in any way on the designs depicted in the Plans. The accuracy and veracity of this representation and warranty is a strict condition precedent of the license granted by this License Agreement. Licensee acknowledges and agrees that if Licensee or any party in privity with Licensee has previously made any unauthorized use of any of Designer’s Plans or the design of any building depicted in them, this License Agreement shall be null and void, and Licensee shall has no permission whatsoever to utilize any of Designer’s Plans or other intellectual property.
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Scope of license:
Strictly conditioned on payment for a license of the Plans at the prices shown on Designer’s website or as agreed upon under a separate custom design agreement, on the accuracy and veracity of the representation and warranty set forth above, and on Licensee’s full, complete, and timely performance of the other obligations set forth herein, Designer grants Licensee a nonexclusive license to construct a single dwelling unit of the design depicted in the Plans at a single, specific location (the “Project”). This license also authorizes Licensee to make and distribute copies of the Plans solely for purposes of constructing the Project. No part of the Plans may be reproduced or distributed for marketing purposes, nor shall any copies of any part of the plans be distributed to any person or for any purpose not reasonably necessary for the construction of the Project. This license is personal to Licensee and Licensee is not authorized to resell, assign, or transfer it to anyone.
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Derivative works:
Strictly conditioned on Licensee’s agreement to and performance of the terms of this provision, Licensee is permitted to modify the Plans for the Project. Licensee agrees that Designer shall be the sole owner of all copyrights in any modified versions of the Plans and in the design of the building depicted in such modified plans, and agrees to sign any documents that Designer may reasonably request to effectuate such assignment of all copyrights in such modified works to Designer. If Licensee wishes to use the services of a third party design professional to modify the Plans, such third party design professional must first sign an acknowledgement agreeing to be bound by the terms of this License Agreement and deliver it to Designer. Any modifications to Plans is solely at Licensee’s risk.
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Copyright management information:
As a strict condition of the license herein granted, any copies that Licensee makes of the Plans or any parts thereof must maintain Designer’s title blocks and copyright notices. If the Plans are modified pursuant to paragraph 4, such modified works will remove Designer’s title blocks, but will maintain Designer’s copyright notices. Licensee acknowledges and agrees that Designer’s title blocks and copyright notices are “Copyright Management Information” under the Digital Millennium Copyright Act, and that Designer requires their maintenance in order to deter, detect, and other police copyright infringement.
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Return policy:
All license purchases are final and are not eligible for returns or refunds.
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Acknowledgement of limitations and intent of plans:
The information contained within the Schematic Drawings are to indicate basic design information, and are not intended for permitting, pricing, or construction. The information contained within the Construction Drawings are to indicate design and basic construction information and are not intended or represented to be complete in all respects. The Plans do not include fully detailed construction drawings due to the wide variety of local regulations and climatic conditions. For example, variations in standard sizes of window and door brands and types and use of different materials and thicknesses can change details. Varying local codes, ordinances, regulations, foundation requirements, and the layout of structural, electrical, mechanical, and plumbing systems can also change details. The Plans do not include detailed structural, mechanical, electrical, or plumbing drawings as may be required for pricing, permitting, and construction. The design as shown is generally applicable to the Central Texas region and may not be acceptable for other locations.
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Consultants:
Prior to any construction, Licensee shall have Plans reviewed by local consultants (“Consultants”) including, but not limited to, a certified professional building designer or architect, a structural engineer, a mechanical engineer or licensed HVAC contractor, an electrical engineer or licensed electrician, and a plumbing engineer or licensed plumber. Consultants shall provide detailed structural, mechanical, electrical, and plumbing drawings based on site-specific conditions and local requirements as necessary for pricing, permits, and construction. Consultants shall be responsible for reading and complying with all terms of this License Agreement and any General Notes located in Plans before start of any design modifications or construction.
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Contractor:
Prior to any construction, Licensee shall have Plans reviewed by the builder or local general contractor for construction (“Contractor”). Contractor shall be responsible for reading and complying with all terms of this License Agreement and all notes and information located in Plans before start of construction.
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Exclusions:
Licensee acknowledges and agrees that Designer has no obligations or responsibilities for any of the following unless agreed to in a separate written agreement executed by Designer and Licensee:
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To modify the plans, or to review or correct any modifications prepared by others.
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To review or evaluate the conditions of the Project site. Designer shall not be responsible for incorporating any existing site information or proposed site design work into Plans including, but not limited to, utility, civil, landscape, existing structures, or other site features and work.
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To perform any Project specific feasibility work that may be necessary for pricing, permits, or construction. Designer shall not be responsible for designs that do not conform with local building and site regulations, including restrictive covenants.
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To perform any construction administration services (e.g. Designer’s involvement during construction to help coordinate and oversee construction implementation of design), including, but not limited to, facilitating project communication, maintaining project records, reviewing and certifying amounts due contractors, construction and site observations, and preparing and reviewing change orders for this Project. Licensee shall rely on proper Consultants to perform construction administration as necessary.
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To execute any document that would certify, guarantee, or warrant the existence or absence of any conditions.
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Marketing:
Licensee grants Designer permission to take pictures and video of the Project and improvements for the purpose of promoting Designer’s work on its website, the internet, social media, contests, literature, or other means of publication. Licensee hereby waives any claim for compensation of any kind related to this permission and publication, and Licensee further waives any related claims, including, but not limited to, a violation of Licensee’s privacy or any other personal or property rights. Licensee grants Designer permission to display company marketing signage on Project property during the course of construction. Licensee shall credit Designer on all collateral and a live link to un.box studio website on all articles and materials as long as the design is being used.
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Choice of law and forum:
This License Agreement is governed by the laws of the State of Texas and United States copyright law. The parties agree that any suit brought on any claim related to the provisions hereunder (including any suit for copyright infringement for exceeding the scope of the license) shall only be brought in state or federal courts in Travis County, Texas.
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Condominium risk:
The Client acknowledges the risks to the Designer inherent in condominium projects and the disparity between the Consultant's fee and the Consultant's potential liability for problems or alleged problems with such condominium projects. Therefore the Client agrees, to the fullest extent permitted by law, to indemnify, immediately defend, and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising out of or in any way connected with the Plans under this Agreement, except for the Consultant's sole negligence or willful misconduct, as found by a court of competent jurisdiction.