RAD LAB Designs, Inc., a California corporation ("RAD LAB"), owns certain plans and drawings for space-efficient structures to be used for commercial or residential purposes (individually a "Plan", collectively the “Plans”). Any party wishing to use any of the Plans (each such party shall be referred to herein as “Licensee”) agrees to be bound by the terms and conditions set forth in this License Agreement (the “Agreement”). Licensee’s use or attempted use of any of the Plans, as reflected by Licensee’s submission of RAD LAB’s online order form, constitutes acceptance of this Agreement in full.
This Agreement provides a non-exclusive license to use the Plans in connection with the construction of one or more structure (individually a “Unit”; collectively the "Units") in accordance with the terms and conditions set forth below. Except as expressly set forth below, RAD LAB make no warranties of any kind as to any of the Plans or Units and disclaims all liability arising from use of any of the Plans or the Units by Licensee or any third party. RAD LAB assumes no liability for any Unit other structure built from the Plans.
Non-Exclusive License Terms and Conditions
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, RAD LAB hereby grants Licensee a non-exclusive, non-transferable license to use, adapt, modify, or revise, in whole or in part, each Plan identified in Licensee’s completed and accepted online order formfor the construction of one Unit (the "License").
THIS LICENSE IS LIMITED TO ONE AUTHORIZED PLAN FOR EACH UNIT; THE PLANS SHALL NOT BE USED FOR ANY ADDITIONAL UNITS WITHOUT THE PURCHASE OF ADDITIONAL LICENSES OR RAD LAB’S WRITTEN AUTHORIZATION.
1. Use and Adaptation of Plans.
Each Plan shows the basic intended design of a Unit and its basic construction details, but is not adapted to local conditions or specific circumstances. Licensee should have each Plan reviewed by a local professional architect or engineer before commencing any construction. Licensee (and its local design professional) is authorized to make, at its own effort and expense, any adaptations, modifications or revisions to the substance of the Plan necessary to comply with local conditions and building codes, and with any applicable laws, rules or regulations. It is Licensee's responsibility to require the builder of the Unit to provide standard construction details and practices necessary for a structurally sound Unit. Any use by Licensee of the Plans or modifications of the Plans, including use by Licensee’s builders and other employees, contractors, or agents, is done at Licensee’s own risk. Licensee should have the Plans reviewed by a local professional architect or engineer before the start of construction. It is the Licensee’s responsibility, working with professional builders, engineers, or architects, to provide standard construction details and practices which will result in a structurally sound and weatherproof finished product.
2. Copyright; Intellectual Property Rights.
Notwithstanding any other provision of this Agreement, all of the Plans are and shall remain the property of RAD LAB. Any use of the information contained in the Plans or in this Agreement beyond the one-time use authorized by a purchase of a License hereunder, as well as any duplication, publication, sale or distribution of any part of these Plans without the prior written consent of RAD LAB constitutes a violation of the United States Copyright law and other federal laws and state laws, and is subject to the prescribed penalties. Reproduction of a Plan, either in whole or in part, including any direct copying or preparation of derivative works, is prohibited except as expressly allowed under this Agreement. Licensee is authorized to copy a Plan (and any revisions thereof) for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all such copies shall be subject to the terms of this Agreement. Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Plans are and shall remain the property of RAD LAB. Modified plans are considered derivatives of the original Plans and receive the same copyright protection even if completely redrawn. License for use of the Plans expires at the completion of the relevant Unit’s construction. Plans are not transferable to any third party. RAD LAB further expressly reserves and retains all design rights to any design deliverables provided hereunder.
3. Price and Payment.
Licensee shall pay to RAD LAB for each authorized Plan the price per Plan specified in the relevant online order documentation. Licensee is only permitted to use a Plan (or any adaptation, modification, or revision of the Plans) for a Unit after payment of the Price is made to RAD LAB for that Plan. Payment of the Price shall be made by Licensee to RAD LAB in full without any right of set-off or deduction. Licensee shall be responsible for any applicable taxes (including sales or use taxes) arising out of or in connection with this Agreement. RAD LAB may offer consultation and other services related to finishes, fixtures, lighting plans or other custom interior alterationsto Licensee for additional fees; such services will be subject to a separate agreement between RAD LAB and Licensee.
4. Guidelines for use of Plans.
4.1 The Plans provide basic ideas and concepts and are not intended to be complete in all respects or to include all necessary details. Variations in shapes and sizes of lots, walls, floors, roofs, windows, doors, and other features and components of particular projects, as well as the types and use of different materials will all affect such details. Applicable local codes, ordinances, regulations, foundation requirements, and the layout of electrical, mechanical, and plumbing systems may also require details to vary.
4.2. With regard to components in a Plan or added to a Plan by Licensee, the standard specifications published by such components’ manufacturers should be used as if they were part of the Plans, as should the materials approved for use with such components by such manufacturers. All appliances, fixtures, equipment, hardware, etc. should be installed in accordance with their manufacturer’s specifications and procedures.
4.3. Written words take precedence over drawn lines. Large-scale details and plans take precedence over smaller details and plans. Should a conflict arise between different parts of a Plan, the requirements deemed most stringent should be read to take precedence. Minor details not usually shown or specified but necessary for proper and acceptable construction, installation, or operation of any part of any Unit shall be included in such Unit’s Plan as if it were specified or indicated in the Plan. All architectural drawings and construction notes in the Plans are complimentary with each other. Any feature indicated and required by one shall be applied as though required by all. All dimensions are to face of stud or centerline of structure unless noted otherwise. Door and window dimensions are to centerlines of Units.
5. Construction Responsibility.
5.1. All responsibility and liability with regard to the use of any of the Plans for the construction of any Unit shall rest with Licensee and Licensee’s designated builders, architects, or engineers.
5.2. Plans do not include any detailed electrical, plumbing, heating or air conditioning drawings, all of which are subject to wide variation based on significant differences in local codes and standards as well as in and climates and weather conditions. Licensee should have a local electrical engineer, mechanical engineer or builder provide detailed electrical, plumbing, heating or air conditioning drawings as may be required for permits and construction. Any foundation specifications and associated details in any Plan are provided only as a basic guide for a foundation system typically appropriate for use with a Unit and might not be appropriate for or applicable to all locations and conditions. Licensee should have a local architect or licensed engineer confirm the applicability of the Plan to a specific site or provide a site-specific foundation design as necessary.
5.3. Licensee and its designated architect, engineer, or builder, are responsible to ensure that all work is in accordance with of all applicable federal, state, and local building codes as well as applicable construction standards, fire department standards, utility company standards and best practices.
5.4. Licensee and its designated architect, engineer, or builder, are responsible to ensure that all manufactured articles, material, and equipment are applied, installed, connected, erected, used, cleaned, adjusted, operated and conditioned as directed by the manufacturers. Licensee and its designated architect, engineer, or builder, are also responsible to check all dimensions and details for overall accuracy appropriate to the local conditions and the final selection of materials such as masonry, floor joists, lumber, structural members, construction panels, roofing, etc., all of which can create variations in dimensions and details.
5.5. Licensee and its designated architect, engineer, or builder, are responsible to arrange for all tests and inspections as specified or otherwise required by the local building department and shall pay all costs and fees for same. The Licensee or its designated representative shall secure all building permits and upon completion of the project secure necessary certificates of occupancy or use as appropriate from the building department with jurisdiction over the real property on which the Unit is erected.
5.6. Licensee and its designated architect, engineer, or builder, are responsible to ensure the use of only appropriately licensed contractors and subcontractors for all plumbing and electrical work.
6. Disclaimer of Warranty; Waiver of Claims; Limitation on Remedies.
6.1. RAD LAB expressly disclaims and Licensee hereby expressly waives all warranties express or implied, including warranties of merchantability and fitness for a particular purpose. RAD LAB does not warrant or represent that the plans meet any applicable local and state building codes.
6.2. No brand names, names, or descriptions of materials or manufacturers shown in the Plans constitute or reflect an endorsement or recommendation by RAD LAB or their suitability, purchase, or use. Final selections of materials are the responsibility of the Licensee and/or builder. These include, but not limited to proper installation of materials, nailing, gluing, caulking, insulating, flashing, roofing, and weatherproofing, as well as other details not indicated on the Plans. Licensee acknowledges that neither RAD LAB nor any of its shareholders, agents, affiliates, representatives, or architects have any control or responsibility with regard to such matters, and agrees that no such parties shall be held liable for any errors, omissions, or deficiencies arising therefrom.
6.3. Licensee hereby waives, to the fullest extent permitted by law, any right it may have to sue or attempt to sue RAD LAB, hold RAD LAB liable, or recover from RAD LAB, or any of its architects, shareholders, agents, employees, or affiliates, for any claims or damages which shall or might occur or arise, in whole or in part, in connection with or arising out of the use of the Plans or the License.
6.4. LICENSEE’S SOLE REMEDY FOR ANY DEFECTS IN THE PLANS OR RAD LAB’S BREACH OF THIS AGREEMENT IS A RETURN OF THE PRICE PAID FOR THE PLANS. IN NO EVENT SHALL RAD LAB BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES.
7.1. To the extent permitted by law, Licensee agrees to indemnify and hold RAD LAB, its architects, affiliates, agents, representatives, successors, and assigns, harmless against any and all suits, demands, actions, fines, damages, penalties, obligations, causes of action, and liabilities, and all costs and expenses thereof (including, without limitation, attorneys’ fees at all proceeding or hearing levels) resulting from any claims by third parties related to or arising out of Licensee's use of the Plans.
8.1. Assignment. Licensee may not assign or sublicense its rights or obligations under this Agreement.
8.2. No Waiver. Failure by RAD LAB to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy, or waive any future rights or remedies.
8.3. California Law. This Agreement shall be deemed to have been executed in the State of
California and will be governed by and construed in accordance with the laws of the State of California. Licensee and RAD LAB hereby consent to the jurisdiction and exclusive venue of the courts of San Diego County, California or the United States District Court for the Southern District of California for the purpose of any action or proceeding brought by either of them in connection with this Agreement (except that RAD LAB may, at its sole discretion, bring an action in the state and county in which Licensee’s principal domicile is located to enforce this Agreement or collect amounts owed to it by Licensee).
8.4. Attorneys’ Fees. Licensee shall be responsible for RAD LAB’s reasonable attorneys’ fees associated with the enforcement of the terms of this Agreement or the collection of any amounts due under this Agreement
8.5. Marketing. Licensee acknowledges and agrees that all design deliverables used in the marketing efforts of Licensee shall include the RAD LAB logo and website address, www.RADLABSD.com. Deliverables shall include, but are not limited to, floor plans, elevations, renderings and photographs. Furthermore, RAD LAB reserves the right to use design deliverables and project descriptions in its own marketing efforts including the RAD LAB website, portfolio, print collateral and press releases.