LICENSE AGREEMENT FOR DESIGN DEVELOPMENT PLANS
Last Updated: April 2, 2026
WESTWOOD DESIGN STUDIO, LLC, (HEREINAFTER REFERRED TO AS "LICENSOR") ASSUMES NO LIABILITY FOR ANY HOME, PORTION OF A HOME, OR OTHER STRUCTURE WHICH MAY BE BUILT USING THESE CONCEPT PLANS. THE PURCHASER OF THESE PLANS (HEREINAFTER REFERRED TO AS "LICENSEE") IS RESPONSIBLE FOR READING AND COMPLYING WITH THE FOLLOWING TERMS AND CONDITIONS BEFORE THE START OF ANY CONSTRUCTION OR USE OF THESE PLANS.
A. OWNERSHIP AND LICENSE GRANT
1. OWNERSHIP OF PLANS.
THESE DESIGN DEVELOPMENT PLANS ARE AND SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF LICENSOR. THESE PLANS ARE PROTECTED BY UNITED STATES COPYRIGHT LAWS (TITLE 17, U.S. CODE) AND INTERNATIONAL COPYRIGHT TREATIES. ANY USE OF THE INFORMATION CONTAINED HEREIN BEYOND THE LIMITED LICENSE GRANTED BY PURCHASE, OR ANY UNAUTHORIZED DUPLICATION, PUBLICATION, SALE, OR DISTRIBUTION OF ANY PART OF THESE PLANS WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR CONSTITUTES A VIOLATION OF FEDERAL COPYRIGHT LAWS AND MAY SUBJECT THE VIOLATOR TO CIVIL AND CRIMINAL PENALTIES, INCLUDING STATUTORY DAMAGES, ATTORNEY FEES, DAMAGES, LOSS OF PROFITS, AND OTHER PENALTIES UNDER FEDERAL COPYWRITER LAWS.
2. LIMITED LICENSE GRANT.
PURCHASE AND DOWNLOADING OF ANY DIGITAL PDF PLANS GRANTS LICENSEE A LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE TO USE SUCH PLANS FOR THE PURPOSE OF CONSTRUCTING A SINGLE RESIDENTIAL STRUCTURE OR OUTBUILDING ONE TIME ONLY. LICENSEE MAY MAKE REPRODUCTIONS OF THE PLANS SOLELY FOR THIS SINGLE CONSTRUCTION PROJECT. LICENSEE ACKNOWLEDGES AND AGREES THAT ALL RIGHTS OF OWNERSHIP, TITLE, AND INTEREST IN THE COPYRIGHTS, PLANS, AND ANY DERIVATIVE WORKS REMAIN EXCLUSIVELY WITH LICENSOR. MODIFIED PLANS ARE CONSIDERED DERIVATIVE WORKS OF THE ORIGINAL AND RECEIVE THE SAME COPYRIGHT PROTECTION EVEN IF COMPLETELY REDRAWN OR SUBSTANTIALLY ALTERED.
3. LICENSE RESTRICTIONS.
THIS LICENSE IS GRANTED FOR A SINGLE CONSTRUCTION PROJECT ONLY. LICENSEE MAY NOT: (A) ASSIGN, SUBLICENSE, OR TRANSFER THIS LICENSE TO ANY THIRD PARTY; (B) REUSE THE PLANS FOR BUILDING ANY ADDITIONAL STRUCTURE(S) WITHOUT PURCHASING ADDITIONAL LICENSES AND PAYING APPLICABLE REUSE FEES; (C) SELL, REDISTRIBUTE, PUBLISH, OR OTHERWISE DISCLOSE THE PLANS TO ANYONE OTHER THAN CONTRACTORS, CONSULTANTS, ENGINEERS, ARCHITECTS, LENDERS, OR GOVERNMENTAL AGENCIES ON A "NEED TO KNOW" BASIS AS REASONABLY REQUIRED FOR THE SINGLE PERMITTED CONSTRUCTION PROJECT; (D) CREATE DERIVATIVE WORKS BASED ON THE PLANS EXCEPT AS NECESSARY FOR ADAPTATION TO LOCAL BUILDING CODES AND SITE-SPECIFIC CONDITIONS FOR THE SINGLE PERMITTED PROJECT; OR (E) REMOVE OR ALTER ANY COPYRIGHT NOTICES, WATERMARKS, OR PROPRIETARY LEGENDS FROM THE PLANS.
4. LICENSE TERMINATION.
THIS LICENSE TERMINATES AUTOMATICALLY UPON COMPLETION AND OCCUPANCY OF THE CONSTRUCTED RESIDENCE. IF CONSTRUCTION DOES NOT COMMENCE OR IS ABANDONED, THIS LICENSE TERMINATES AND THE PLANS MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE PROVIDED TO ANY OTHER PARTY. UPON TERMINATION, LICENSEE SHALL CEASE ALL USE OF THE PLANS AND DESTROY ALL COPIES IN THEIR POSSESSION OR CONTROL.
B. NATURE AND LIMITATIONS OF DESIGN DEVELOPMENT PLANS
5. DESIGN DEVELOPMENT PLANS ONLY.
LICENSEE ACKNOWLEDGES AND AGREES THAT THESE PLANS ARE DESIGN DEVELOPMENT PLANS DESIGNED TO CONVEY DESIGN INTENT, SPATIAL RELATIONSHIPS, AND GENERAL ARCHITECTURAL CONCEPTS ONLY. THESE PLANS ARE NOT CONSTRUCTION DOCUMENTS AND ARE NOT INTENDED TO BE BUILT "AS-IS" WITHOUT SUBSTANTIAL PROFESSIONAL REVIEW, MODIFICATION, AND SUPPLEMENTATION BY LICENSED PROFESSIONALS. THESE PLANS ARE INTENDED TO SERVE AS A STARTING POINT FOR DESIGN AND REQUIRE FURTHER DEVELOPMENT BY QUALIFIED PROFESSIONALS BEFORE CONSTRUCTION CAN BEGIN.
6. MANDATORY PROFESSIONAL REVIEW.
LICENSEE SHALL, PRIOR TO THE START OF ANY CONSTRUCTION, RETAIN AND HAVE THESE PLANS THOROUGHLY REVIEWED, MODIFIED AS NECESSARY, STAMPED, AND SEALED BY A LICENSED ARCHITECT AND/OR STRUCTURAL ENGINEER IN THE JURISDICTION WHERE CONSTRUCTION WILL OCCUR. THIS PROFESSIONAL REVIEW IS MANDATORY AND NOT OPTIONAL. ANY USE OF THESE PLANS WITHOUT SUCH PROFESSIONAL REVIEW AND APPROVAL IS DONE ENTIRELY AT LICENSEE'S OWN RISK AND IN VIOLATION OF THIS AGREEMENT.
7. INCOMPLETE DOCUMENTATION.
THESE CONCEPT PLANS DO NOT INCLUDE, AND LICENSEE ACKNOWLEDGES ARE NOT INCLUDED: (A) DETAILED STRUCTURAL ENGINEERING DRAWINGS OR CALCULATIONS; (B) ELECTRICAL SYSTEM DESIGN OR DRAWINGS; (C) PLUMBING SYSTEM DESIGN OR DRAWINGS; (D) HVAC (HEATING, VENTILATION, AND AIR CONDITIONING) SYSTEM DESIGN OR DRAWINGS; (E) FIRE PROTECTION OR SPRINKLER SYSTEM DRAWINGS; (F) ENERGY CODE COMPLIANCE CALCULATIONS OR DOCUMENTATION; (G) SITE-SPECIFIC FOUNDATION DESIGN; (H) GEOTECHNICAL ENGINEERING; (I) CIVIL ENGINEERING; (J) LANDSCAPE ARCHITECTURE; OR (K) ANY OTHER DISCIPLINE-SPECIFIC ENGINEERING OR DESIGN WORK REQUIRED FOR PERMIT ISSUANCE AND CONSTRUCTION. LICENSEE IS RESPONSIBLE FOR RETAINING QUALIFIED PROFESSIONALS TO PROVIDE ALL SUCH DOCUMENTATION.
8. FOUNDATION AND STRUCTURAL SYSTEMS.
ANY FOUNDATION DETAILS SHOWN ON THESE PLANS ARE GENERIC EXAMPLES ONLY AND ARE NOT SITE-SPECIFIC. FOUNDATION DESIGN MUST BE PERFORMED BY A LICENSED STRUCTURAL ENGINEER OR ARCHITECT BASED ON ACTUAL SOIL CONDITIONS, LOCAL SEISMIC REQUIREMENTS, FROST DEPTH, DRAINAGE CONDITIONS, AND ALL OTHER SITE-SPECIFIC FACTORS. SIMILARLY, ALL STRUCTURAL SYSTEMS, INCLUDING BUT NOT LIMITED TO FRAMING, BEAMS, COLUMNS, CONNECTIONS, AND LATERAL FORCE-RESISTING SYSTEMS, MUST BE DESIGNED OR REVIEWED BY A LICENSED STRUCTURAL ENGINEER.
9. DESIGN INTENT AND VARIATIONS.
THESE PLANS PROVIDE DESIGN CONCEPTS AND ARE NOT INTENDED TO BE COMPLETE IN ALL RESPECTS AND DETAILS. VARIATIONS IN STANDARD SIZES OF WINDOWS AND DOORS, BRANDS AND TYPES OF MATERIALS, MATERIAL THICKNESSES, ACTUAL FIELD DIMENSIONS, AND USE OF DIFFERENT BUILDING PRODUCTS AND SYSTEMS CAN AND WILL REQUIRE CHANGES TO DETAILS SHOWN. VARYING LOCAL CODES, ORDINANCES, REGULATIONS, FOUNDATION REQUIREMENTS, AND THE ROUTING OF ELECTRICAL, MECHANICAL, AND PLUMBING SYSTEMS WILL ALSO NECESSITATE MODIFICATIONS TO THESE PLANS.
10. NO PROFESSIONAL STAMP OR SEAL.
THESE PLANS DO NOT INCLUDE AN ARCHITECTURAL OR ENGINEERING STAMP, SEAL, OR SIGNATURE. LICENSEE ACKNOWLEDGES THAT SUCH PROFESSIONAL CERTIFICATION WILL BE REQUIRED BY THE LOCAL BUILDING DEPARTMENT AND AGREES TO CONSULT WITH THE LOCAL BUILDING OFFICIAL TO DETERMINE ALL REQUIREMENTS FOR PLAN REVIEW, PROFESSIONAL SEALS, PERMITS, AND INSPECTIONS PRIOR TO COMMENCING ANY WORK.
C. LICENSEE RESPONSIBILITIES
11. CODE COMPLIANCE.
LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL WORK COMPLIES WITH THE CURRENT EDITIONS OF ALL APPLICABLE INTERNATIONAL BUILDING CODE (IBC), INTERNATIONAL RESIDENTIAL CODE (IRC), INTERNATIONAL ENERGY CONSERVATION CODE (IECC), NATIONAL ELECTRICAL CODE (NEC), INTERNATIONAL PLUMBING CODE (IPC), INTERNATIONAL MECHANICAL CODE (IMC), AND ALL APPLICABLE STATE, COUNTY, AND LOCAL BUILDING CODES, ORDINANCES, REGULATIONS, AND REQUIREMENTS. LICENSEE ACKNOWLEDGES THAT BUILDING CODES VARY BY JURISDICTION AND ARE REGULARLY UPDATED, AND THAT THESE PLANS MAY REQUIRE SUBSTANTIAL MODIFICATION TO ACHIEVE CODE COMPLIANCE IN LICENSEE'S JURISDICTION.
12. SITE-SPECIFIC CONDITIONS.
LICENSEE ACKNOWLEDGES THAT THESE PLANS ARE NOT TAILORED TO ANY SPECIFIC BUILDING SITE AND MUST BE ADAPTED TO ACTUAL SITE CONDITIONS INCLUDING, BUT NOT LIMITED TO: TOPOGRAPHY, SOIL CONDITIONS, FLOOD ZONES, WETLANDS, SETBACK REQUIREMENTS, EASEMENTS, COVENANTS, WIND EXPOSURE, SEISMIC ZONE, SNOW LOADS, ACCESSIBILITY REQUIREMENTS, AND ALL OTHER SITE-SPECIFIC FACTORS. LICENSEE IS RESPONSIBLE FOR RETAINING QUALIFIED PROFESSIONALS TO PERFORM THIS ADAPTATION.
13. PERMITS AND APPROVALS.
LICENSEE IS RESPONSIBLE FOR OBTAINING ALL REQUIRED BUILDING PERMITS, ZONING APPROVALS, VARIANCES, SPECIAL PERMITS, ENVIRONMENTAL PERMITS, AND ANY OTHER GOVERNMENTAL APPROVALS REQUIRED FOR CONSTRUCTION. LICENSEE SHALL ARRANGE FOR AND PAY ALL COSTS ASSOCIATED WITH PLAN REVIEW, PERMITS, INSPECTIONS, AND TESTING. UPON COMPLETION, LICENSEE SHALL OBTAIN A CERTIFICATE OF OCCUPANCY OR EQUIVALENT FINAL APPROVAL FROM THE LOCAL BUILDING DEPARTMENT.
14. LICENSED CONTRACTORS.
LICENSEE SHALL USE ONLY PROPERLY LICENSED, BONDED, AND INSURED CONTRACTORS AND SUBCONTRACTORS FOR ALL WORK. ALL ELECTRICAL WORK MUST BE PERFORMED BY LICENSED ELECTRICIANS; ALL PLUMBING WORK BY LICENSED PLUMBERS; ALL HVAC WORK BY LICENSED MECHANICAL CONTRACTORS; AND ALL WORK REQUIRING SPECIALIZED LICENSES BY APPROPRIATELY LICENSED PROFESSIONALS. LICENSEE SHALL ENSURE THAT ALL SUCH CONTRACTORS OBTAIN REQUIRED PERMITS AND PROVIDE ALL NECESSARY CERTIFICATES, LICENSES, AND SIGN-OFFS PRIOR TO FINAL PAYMENT AND OCCUPANCY.
15. INSURANCE.
LICENSEE AGREES TO MAINTAIN, AND TO CAUSE ALL BUILDERS AND CONTRACTORS TO MAINTAIN, SUFFICIENT GENERAL LIABILITY INSURANCE, WORKERS' COMPENSATION INSURANCE, AND BUILDERS RISK INSURANCE WITH INSURANCE COMPANIES LICENSED IN THE APPLICABLE JURISDICTION, WITH COVERAGE LIMITS APPROPRIATE TO THE PROJECT SCOPE AND AS MAY BE REQUIRED BY APPLICABLE LAW.
16. VERIFICATION OF DIMENSIONS.
LICENSEE AND LICENSEE'S GENERAL CONTRACTOR ARE RESPONSIBLE FOR VERIFYING ALL DIMENSIONS SHOWN ON THESE PLANS IN THE FIELD PRIOR TO ORDERING MATERIALS OR COMMENCING WORK. PLANS MAY BE SCALED FOR PRELIMINARY ESTIMATING PURPOSES ONLY. ALL CRITICAL DIMENSIONS MUST BE VERIFIED. LICENSEE'S CONTRACTOR SHALL BE FAMILIAR WITH EXISTING SITE CONDITIONS AND SHALL BRING ANY DISCREPANCIES TO THE ATTENTION OF LICENSEE'S ARCHITECT OR ENGINEER PRIOR TO BEGINNING WORK.
D. BUILDER/CONTRACTOR RESPONSIBILITIES
17. CODE COMPLIANCE AND BEST PRACTICES.
THE GENERAL CONTRACTOR AND ALL SUBCONTRACTORS ARE RESPONSIBLE FOR ENSURING THAT ALL WORK IS PERFORMED IN ACCORDANCE WITH THE LATEST EDITIONS OF ALL APPLICABLE BUILDING CODES, CONSTRUCTION STANDARDS, MANUFACTURER SPECIFICATIONS, AND INDUSTRY BEST PRACTICES. THE CONTRACTOR SHALL BE RESPONSIBLE FOR PROVIDING ALL STANDARD CONSTRUCTION DETAILS AND PRACTICES NECESSARY TO RESULT IN A STRUCTURALLY SOUND, SAFE, WEATHERPROOF, AND CODE-COMPLIANT FINISHED STRUCTURE.
18. MANUFACTURER INSTRUCTIONS.
THE CONTRACTOR IS RESPONSIBLE FOR ENSURING THAT ALL MANUFACTURED ARTICLES, MATERIALS, EQUIPMENT, AND BUILDING PRODUCTS ARE APPLIED, INSTALLED, CONNECTED, ERECTED, USED, CLEANED, ADJUSTED, OPERATED, AND MAINTAINED STRICTLY IN ACCORDANCE WITH THE MANUFACTURER'S PUBLISHED INSTRUCTIONS, SPECIFICATIONS, AND RECOMMENDATIONS. CONTRACTOR SHALL FOLLOW ALL SUCH INSTRUCTIONS TO PRESERVE AND SUSTAIN ALL WARRANTIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED.
19. QUALITY OF MATERIALS.
THE CONTRACTOR IS RESPONSIBLE FOR ENSURING THAT ALL MATERIALS, EQUIPMENT, AND COMPONENTS INCORPORATED INTO THE WORK ARE NEW, OF GOOD QUALITY, FREE FROM DEFECTS, AND SUITABLE FOR THEIR INTENDED PURPOSE. NO USED, DAMAGED, OR SUBSTANDARD MATERIALS SHALL BE INCORPORATED INTO THE WORK.
20. FIELD COORDINATION.
THE GENERAL CONTRACTOR SHALL COORDINATE AND LAY OUT ALL WORK, VERIFY ALL DIMENSIONS IN THE FIELD, AND BE RESPONSIBLE FOR COORDINATING THE WORK OF ALL TRADES INCLUDING ELECTRICAL, PLUMBING, HVAC, AND ALL OTHER SPECIALTY CONTRACTORS. THE CONTRACTOR SHALL IDENTIFY AND RESOLVE ANY CONFLICTS BETWEEN TRADES OR BETWEEN THE PLANS AND FIELD CONDITIONS, CONSULTING WITH LICENSEE'S ARCHITECT OR ENGINEER AS NECESSARY.
21. TESTING AND INSPECTIONS.
THE CONTRACTOR SHALL ARRANGE FOR, COORDINATE, AND PAY FOR ALL REQUIRED TESTING AND INSPECTIONS AS SPECIFIED BY THE LOCAL BUILDING DEPARTMENT OR AS OTHERWISE REQUIRED BY APPLICABLE CODES AND STANDARDS. THIS INCLUDES BUT IS NOT LIMITED TO: FOUNDATION INSPECTIONS, FRAMING INSPECTIONS, INSULATION INSPECTIONS, ROUGH-IN INSPECTIONS FOR ALL SYSTEMS, FINAL INSPECTIONS, SPECIAL INSPECTIONS, AND ANY TESTING REQUIRED FOR CODE COMPLIANCE.
22. IMPLIED WORK.
MINOR DETAILS NOT USUALLY SHOWN OR SPECIFIED ON ARCHITECTURAL CONCEPT PLANS BUT NECESSARY FOR PROPER AND ACCEPTABLE CONSTRUCTION, INSTALLATION, OR OPERATION OF ANY PART OF THE WORK SHALL BE INCLUDED IN THE WORK THE SAME AS IF THEY WERE SPECIFICALLY SHOWN OR SPECIFIED. THIS INCLUDES BUT IS NOT LIMITED TO PROPER FLASHING, WEATHERPROOFING, VAPOR BARRIERS, AIR SEALING, VENTILATION, DRAINAGE, STRUCTURAL CONNECTIONS, FIRE BLOCKING, AND ALL OTHER DETAILS REQUIRED FOR CODE-COMPLIANT CONSTRUCTION.
23. WARRANTY.
THE GENERAL CONTRACTOR SHALL WARRANT ALL WORK FOR A MINIMUM PERIOD OF ONE YEAR AFTER FINAL COMPLETION AND ACCEPTANCE, OR FOR SUCH LONGER PERIOD AS MAY BE REQUIRED BY APPLICABLE LAW. THE CONTRACTOR SHALL PROMPTLY REPAIR OR REPLACE, AT NO COST TO LICENSEE, ANY DEFECTS IN MATERIALS OR WORKMANSHIP DISCOVERED DURING THE WARRANTY PERIOD.
E. DISCLAIMERS AND LIMITATIONS OF LIABILITY
24. NO WARRANTIES.
THESE DESIGN DEVELOPMENT PLANS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR MAKES NO WARRANTY THAT THESE PLANS ARE SUITABLE FOR ANY PARTICULAR PURPOSE, COMPLIANT WITH ANY BUILDING CODES, FREE FROM ERRORS OR OMISSIONS, OR APPROPRIATE FOR CONSTRUCTION IN ANY PARTICULAR LOCATION.
25. ASSUMPTION OF RISK.
LICENSEE ACKNOWLEDGES AND AGREES THAT ANY USE OF THESE PLANS, OR MODIFICATIONS THEREOF, BY LICENSEE, BUILDERS, CONTRACTORS, OR OTHERS IS DONE ENTIRELY AT LICENSEE'S OWN RISK. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THESE PLANS AND FOR ENSURING THAT THEY ARE REVIEWED, MODIFIED, AND SUPPLEMENTED AS NECESSARY BY QUALIFIED LICENSED PROFESSIONALS BEFORE ANY CONSTRUCTION BEGINS.
26. NO LIABILITY FOR CONSTRUCTION.
LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, INJURIES, OR CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO: (A) THE CONSTRUCTION, USE, OR OCCUPANCY OF ANY STRUCTURE BUILT USING THESE PLANS; (B) ANY ERRORS, OMISSIONS, OR DEFICIENCIES IN THESE PLANS; (C) THE FAILURE OF THESE PLANS TO COMPLY WITH ANY BUILDING CODES OR REGULATIONS; (D) THE SUITABILITY OR UNSUITABILITY OF THESE PLANS FOR ANY PARTICULAR SITE OR PURPOSE; (E) THE INTERPRETATION, MODIFICATION, OR MISUSE OF THESE PLANS BY LICENSEE OR OTHERS; OR (F) ANY OTHER MATTER RELATED TO THESE PLANS OR THEIR USE.
27. PRODUCT SPECIFICATIONS.
NAMES OF MATERIALS, PRODUCTS, AND MANUFACTURERS SHOWN ON THESE PLANS, IF ANY, DO NOT REPRESENT AN ENDORSEMENT OR RECOMMENDATION BY LICENSOR. LICENSOR HAS NO CONTROL OVER AND ASSUMES NO RESPONSIBILITY FOR THE SELECTION, PROCUREMENT, INSTALLATION, OR PERFORMANCE OF ANY MATERIALS, PRODUCTS, OR EQUIPMENT. FINAL SELECTIONS OF ALL MATERIALS AND PRODUCTS ARE THE SOLE RESPONSIBILITY OF LICENSEE AND/OR LICENSEE'S BUILDER.
28. LIMITATION OF DAMAGES.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE PLANS OR SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE PLANS OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE PLANS OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THESE PLANS.
F. INDEMNIFICATION
29. INDEMNIFICATION
LICENSEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR AND LICENSOR'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) ARISING OUT OF OR RELATED TO: (A) LICENSEE'S USE, MODIFICATION, OR CONSTRUCTION BASED ON THESE PLANS; (B) ANY CONSTRUCTION PERFORMED USING THESE PLANS; (C) THE OCCUPANCY OR USE OF ANY STRUCTURE BUILT USING THESE PLANS; (D) ANY NEGLIGENT OR WRONGFUL ACTS OR OMISSIONS BY LICENSEE OR LICENSEE'S CONTRACTORS, AGENTS, OR EMPLOYEES; (E) ANY FAILURE TO COMPLY WITH APPLICABLE BUILDING CODES, REGULATIONS, OR REQUIREMENTS; (F) ANY BREACH OF THIS AGREEMENT BY LICENSEE; OR (G) ANY CLAIM THAT THE CONSTRUCTION OR USE OF ANY STRUCTURE VIOLATES ANY THIRD-PARTY RIGHTS. THIS INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
G. GENERAL PROVISIONS
30. ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN LICENSOR AND LICENSEE CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, AND COMMUNICATIONS, WHETHER ORAL OR WRITTEN. THIS AGREEMENT MAY NOT BE MODIFIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES.
31. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES. ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN CUYAHOGA COUNTY, OHIO, AND THE PARTIES HEREBY CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS.
32. SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, THE VALIDITY, LEGALITY, AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT BE AFFECTED OR IMPAIRED THEREBY, AND SUCH REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.
33. WAIVER.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISION, NOR SHALL ANY WAIVER CONSTITUTE A CONTINUING WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED IN WRITING.
34. ASSIGNMENT.
LICENSEE MAY NOT ASSIGN, TRANSFER, OR DELEGATE ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR. ANY ATTEMPTED ASSIGNMENT IN VIOLATION OF THIS PROVISION SHALL BE NULL AND VOID.
35. SURVIVAL.
THE PROVISIONS OF THIS AGREEMENT RELATING TO OWNERSHIP, DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND GOVERNING LAW SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
36. ACKNOWLEDGMENT.
BY PURCHASING AND USING THESE PLANS, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER ACKNOWLEDGES THAT THESE ARE CONCEPT PLANS ONLY, THAT THEY REQUIRE SUBSTANTIAL PROFESSIONAL REVIEW AND MODIFICATION BEFORE CONSTRUCTION, AND THAT LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH THEIR USE.
BY PURCHASING THESE PLANS, LICENSEE AGREES TO ALL TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.