End User Agreement
IMPORTANT READ CAREFULLY: This End User License Agreement (the “Agreement”) is a legal agreement between you and Carmella Rayone LLC (hereinafter “Licensor,” “we,” or “us”). By ordering or otherwise using the Licensed Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, then you should not order this Licensed Product.
You should treat the Licensed Product like a reasonably prudent person or entity would treat copyrighted material. You shall not copy or use the Licensed Product except as is otherwise expressly permitted below. The Licensed Product as provided to you shall be deemed “confidential” as is set forth herein.
You should also read the full text describing the risks below and accept and acknowledge the risks before you use the Licensed Product in accordance with this Agreement.
Either of us may be referred to individually as a “Party” or collectively as the “Parties.”
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, PLEASE CAREFULLY READ THE TERMS OF THE AGREEMENT SET FORTH HEREUNDER. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE BOUND BY, AND HAVE BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON.
- Our Plans
We license and distribute building plans for the construction of small houses (the Licensed Product.) The Licensed Product is not a kit house but contains construction drawings. Our plans assume general construction knowledge, including but not limited to roofing, electrical, plumbing, and framing knowledge. We recommend consulting with a licensed contractor prior to attempting to build a small house from the Licensed Product.
Our plans have not been checked for compliance with the particular codes or conditions in your area. We recommend that you consult with your local building officials before installing any new structure, in order to ensure that your house will comply with local building codes.
This license is intended for the construction of a single house for personal use only.
- Intellectual Property in the Plans
We shall retain all right, title, and interest to the intellectual property, trade secrets, and know-how in the Licensed Product (“Intellectual Property”). You acknowledge that no title to or rights in the Intellectual Property are transferred to you from us under this Agreement. You agree not to remove any trademark, copyright, or other proprietary notices on or in any portion of the Licensed Product as delivered, and to reproduce all such notices on all authorized copies.
We grant to you a non-exclusive, non-transferable license solely for your personal use to (a) access electronically, use, and display the Licensed Product on a single workstation; (b) to print out up to five (5) hard copies of the Licensed Product for your personal use only; (c) to construct a single house based upon the Licensed Product for your personal use only; (d) to customize the Licensed Product for your personal use only; and (e) to make a single back-up copy of the Licensed Product for archival and contingency purposes only. Your rights in the Licensed Product shall be limited to those expressly granted in this Agreement. Any use which exceeds the scope of this license grant shall be deemed to constitute a material breach of this Agreement, including, but not limited to using the Licensed Product for commercial purposes or building more than a single house.
You shall not distribute, share, rent, resell, lease, sublicense, reproduce, or otherwise disclose or transfer the Licensed Product to any third party. You shall not use the Licensed Product in a network, or in any other multiple use arrangement, or allow third parties to have electronic access to the Licensed Product. You shall not use the Licensed Product for any commercial purposes, make more than five (5) hard copies of the Licensed Product, share any copies of the Licensed Product with third parties, or permit the Licensed Product to be used by any third party for commercial purposes. You shall not share any customizations you have made to the Licensed Product with any third party or use those customizations for any commercial purpose, nor shall you permit any third party to disassemble or reverse engineer your house after it is constructed.
Notwithstanding the foregoing, you are authorized to distribute up to five (5) hard copies to contractors building a single house for your own purposes; provided that, however, such contractors may not use the Licensed Product to build any house other than your house, and they must return or destroy all hard copies upon completion of the work on your house.
Any failure to abide by the restrictions set forth in this Section shall expressly constitute a material breach of this Agreement.
- Term; Termination
This Agreement commences as of the date on which you pay the license fee (“Effective Date”) and is perpetual. This Agreement will automatically terminate upon notice in the event you materially breach any term or condition of this Agreement. You understand that exceeding the scope of the license shall expressly constitute a material breach of this Agreement. Upon any material breach, your non-exclusive license shall cease and terminate, and you shall have no further right to access electronically, use, display, print, reproduce, make copies of, or make archival back-up copies of the Licensed Product.
The following terms and conditions shall survive any termination of this Agreement: Sections 2, 4, 5, 8, and 11-15.
As consideration for this license, you agree to pay a license fee. The license fee is due and payable immediately upon your acceptance of this Agreement.
- Technical Support
Technical support is not included with your license.
- Proprietary Information
For the term of this Agreement and for a period of five (5) years thereafter, you agree to keep completely confidential, and will not publish or otherwise disclose for any purposes the Proprietary Information furnished by us to you pursuant to this Agreement.
For the avoidance of doubt, Proprietary Information shall include all of the proprietary, non-public information pertaining to us and the Licensed Product, including, but not limited to the trade secrets and know-how contained within the Licensed Product; the designs, technical drawings, and works of authorship; the specifications; and the proprietary ideas. Notwithstanding the foregoing, “Proprietary Information” shall not include any information which you can demonstrate by your records (a) was in your knowledge or possession prior to our disclosure to you; (b) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of yours; (c) was disclosed to you by a third party with the right to make such a disclosure; or (d) was developed independently by you.
- Limited Warranty
We warrant that the electronic delivery format of the Licensed Product will be free from physical defects for a period of 5 days following the Effective Date.
- Disclaimer of Other Warranties
The Licensed Product is provided on an “as is” basis. Use of the Licensed Product is at your own risk. You solely assume any and all risks with respect to the construction of your house based on the Licensed Product. We can make no warranty that the Licensed Product will meet all of your needs or result in a successful or satisfactory outcome for you, nor can we warrant that the Licensed Product will be completely accurate, current, complete, or free from errors and omissions. We can make no warranty that the Licensed Product will comply with the particular codes or conditions in your area, nor can we warrant that your actual costs will not vary from any estimated building costs. We also cannot warrant that access to the Licensed Product will be continuous, uninterrupted, bug-free, error-free, virus-free, or free of technical problems. We will use reasonable care, however, to provide uninterrupted, bug-free, error-free, electronic delivery of the Licensed Product.
TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY SET FORTH ABOVE, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, RESULTS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE LICENSED PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Upon receipt of a written notice from you of a physical defect in the delivery format of the Licensed Product, our entire liability and your sole and exclusive remedy shall be to receive a replacement electronic delivery of the Licensed Product at no charge. Any replacement electronic delivery of the Licensed Product will be warranted for the remainder of the original period of the Limited Warranty.
You agree to indemnify, defend, and hold harmless us, our officers, directors, employees, independent contractors, representatives, and agents from and against any and all loss, damage liability, and expense (including without limitation reasonable fees for attorneys and experts) arising out of any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (a) if true, would constitute a breach of any representations or agreements by you hereunder; (b) arises out of any negligence or willful misconduct by you;, (c) you have infringed our intellectual property rights hereunder; or (d) is based on any third party claim that arises out of this Agreement.
- Limitation of Liability; Consequential Damages
Notwithstanding anything to the contrary, our liability under this Agreement shall be limited to the total fees you pay to us pursuant to this Agreement. In no event shall we be liable for any incidental, consequential, indirect, special, or punitive damages, or lost profits, arising out of, or related to, this Agreement, even if we have been advised of the possibility thereof, and regardless of whether the claim is based on contract, tort, or another theory or cause of action.
Our relationship will be that of third party contractors, and neither of us will have the right, power, or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. You agree that we may assign this Agreement without prior notice in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the terms of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The meaning of that provision will be construed to the extent feasible, to render the provision unenforceable. If no feasible interpretation will save such provision, it is to be severed from the remainder of the terms of this Agreement, which are to remain in full force and effect. This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral. This sale does not give the buyer any rights to reproduce, distribute, or make any other use of the logo, any plans, specifications, instructions, manuals, photographs or other such materials supplied with your house plan without our express written permission.
- Governing Law; Dispute Resolution
This Agreement is governed by the laws of the State of Wyoming, without regard to conflicts of law principles. All disputes arising under this Agreement shall be submitted to binding arbitration in Sheridan, Wyoming under the Commercial Rules of the American Arbitration Association by one arbitrator mutually agreed upon by both you and us in accordance with the aforementioned Rules. Costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review of the arbitrator’s decision is sought, the prevailing one of us shall be entitled to costs and reasonable attorneys’ fees. For the avoidance of doubt, all claims you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorney’s fees and costs of up to One Thousand Dollars ($1,000.00) provided that we have notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
Should you have any questions about this Agreement, or if you desire to contact us for any reason, all communications should be directed to Carmella Rayone LLC, firstname.lastname@example.org.