Garner Drake Residential Design, LLC

1. PARTIES & ACCEPTANCE

This Residential Plan Use & License Agreement (“Agreement”) is entered into by and between Garner Drake Residential Design, LLC (“Designer”) and the purchaser identified in the applicable online order, invoice, receipt, order confirmation, or electronic transaction record (“Licensee”).

By electronically signing this Agreement, clicking acceptance during checkout, purchasing a Plan, or otherwise using the Plans, Licensee acknowledges that Licensee has read, understands, and agrees to be bound by this Agreement.

The applicable order confirmation, receipt, invoice, and electronic transaction record identifying the purchased Plan and selected License Type are incorporated into this Agreement by reference.

ALL SALES ARE FINAL. NO REFUNDS, RETURNS, OR EXCHANGES.

2. OWNERSHIP & COPYRIGHT

All residential design plans, drawings, specifications, CAD files, renderings, details, and related materials provided by Designer, whether in printed, PDF, CAD, digital, or other form (collectively, the “Plans”), are the exclusive intellectual property of Designer and are protected by United States copyright law and other applicable laws.

The Plans are licensed, not sold. Designer retains all right, title, and interest in and to the Plans, including all copyrights, reproduction rights, derivative-work rights, and other intellectual-property rights.

Any modifications, adaptations, engineering revisions, or derivative works based upon the Plans remain subject to the restrictions of this Agreement. No modification, adaptation, or derivative work shall transfer ownership of, diminish, or impair Designer’s copyright or other intellectual-property rights in the original Plans.

Modified Plans may be used only in connection with the construction rights authorized under the applicable License Type. No modified Plan or derivative work may be sold, licensed, distributed, reused, published, or used to create competing plan designs without Designer’s prior written consent.

3. GRANT OF LICENSE

Subject to Licensee’s full compliance with this Agreement and payment in full, Designer grants Licensee a limited, non-exclusive, non-transferable license to use the Plans solely in accordance with the License Type selected by Licensee at checkout.

This license is granted exclusively to Licensee and may not be assigned, transferred, sublicensed, conveyed, or otherwise made available to any other person or entity, including any affiliate, related entity, partner, successor entity, builder, developer, investor, or subsequent property owner, except as expressly permitted in this Agreement.

All rights not expressly granted to Licensee are reserved by Designer.

4. LICENSE TYPES

The scope of rights granted under this Agreement is determined solely by the License Type selected by Licensee during checkout and confirmed in the applicable order confirmation, receipt, invoice, or electronic transaction record.

In the event of any conflict between this Agreement and any marketing materials, website descriptions, advertisements, verbal statements, or other communications, this Agreement shall control.

A. Single Build License — PDF

The Single Build License grants Licensee the right to:

• Construct one residential structure or one multifamily building configuration represented by the purchased Plan.

• Construct that authorized structure at one location only.

• Use printed or digital copies of the Plans solely for bidding, permitting, engineering coordination, and construction of the authorized project.

• Provide the Plans to permitted Agents solely for the authorized project.

The Plans may not be reused for another residence, building, lot, site, phase, development, or project.

B. Unlimited Build License — PDF

The Unlimited Build License grants Licensee the right to:

• Construct the purchased design an unlimited number of times.

• Use the Plans for repeated construction projects carried out by Licensee, subject to all restrictions in this Agreement.

This right is strictly limited to Licensee. It does not grant an independent right of use to any builder, developer, affiliate, partner, investor, successor owner, purchaser of a completed structure, or other third party.

C. Unlimited Build License — CAD File

The Unlimited Build License — CAD File includes all rights granted under the Unlimited Build License — PDF and additionally:

• Provides Licensee with editable CAD files of the purchased Plans.

• Permits Licensee and Licensee’s qualified Agents to make project-specific modifications, subject to this Agreement.

Limitation of Responsibility for CAD Files and Modifications

Designer shall not be responsible or liable for any modifications, alterations, engineering revisions, code revisions, site adaptations, derivative works, or other changes made to the Plans by Licensee or any third party.

All modifications are undertaken at Licensee’s sole risk and expense. Licensee is solely responsible for maintaining coordination among documents, confirming dimensions and specifications, obtaining required engineering and professional review, and ensuring that modified documents are appropriate for the intended project.

Designer is not responsible for errors, omissions, incompatibility, corruption, conversion issues, file-transfer issues, or changes arising from the use, editing, storage, reproduction, or modification of CAD files by Licensee or any third party.

5. PERMITTED USES

Licensee may:

• Use the Plans solely for construction of structures authorized under the selected License Type.

• Provide the Plans, in whole or in part, to contractors, subcontractors, suppliers, architects, engineers, consultants, lenders, permitting authorities, and other project participants (“Agents”) solely for bidding, permitting, engineering coordination, financing, and construction of authorized projects.

• Make or authorize project-specific modifications necessary for site conditions, local codes, permitting requirements, engineering requirements, or construction requirements, provided such modifications do not expand Licensee’s rights beyond the selected License Type.

• Retain copies of the Plans as reasonably necessary for records, maintenance, permitting, and administration of authorized completed projects.

No Agent receives an independent license or any right to reuse, distribute, transfer, market, publish, or construct the Plans for another person or entity.

6. LICENSE RESTRICTIONS

All licenses granted under this Agreement are non-transferable and apply solely to Licensee identified in the applicable order or electronic transaction record.

Licensee may not:

• Assign, transfer, sublicense, sell, or convey this license to any other person or entity.

• Permit any third party to use the Plans outside the limited permitted Agent use described in Section 5.

• Use the Plans across multiple entities, companies, ownership structures, or development entities without Designer’s prior written consent.

• Allow a builder, developer, investor, affiliate, partner, or other third party to treat the Plans as part of its own reusable plan library.

• Use the Plans for any project outside the scope of the selected License Type.

• Use the Plans after this Agreement has terminated.

Use of the Plans by any party other than Licensee or Licensee’s permitted Agents shall constitute a material breach of this Agreement unless expressly authorized in writing by Designer.

For purposes of this Agreement, each separate residence, building, phase, site, development, or repeated building configuration constitutes a separate use unless covered by an Unlimited Build License.

The sale, lease, financing, transfer, or conveyance of a completed structure built under a valid license does not transfer any ownership interest in, or license rights to, the Plans.

7. PROHIBITED USES

Licensee shall not:

• Construct structures beyond the scope of the selected License Type.

• Resell, license, distribute, publish, upload, share, or transfer the Plans in any form.

• Use the Plans to create derivative designs for resale, distribution, publication, or use by another person or entity.

• Market, publish, reproduce, or offer the Plans for commercial distribution.

• Remove, obscure, alter, or conceal any copyright notice, trademark, proprietary legend, or identifying information.

• Extract, reuse, repurpose, copy, or incorporate any portion, detail, symbol, layout, elevation, plan element, or design feature from the Plans for use in another project outside the scope of this Agreement.

• Use the Plans to compete with Designer or create a substantially similar plan for sale, licensing, publication, or distribution.

• Permit the Plans to be stored in a shared plan library, public cloud folder, file-sharing platform, online marketplace, or other location accessible to unauthorized persons.

Any unauthorized use constitutes a material breach of this Agreement and may constitute a violation of applicable copyright and other laws.

8. MULTIFAMILY APPLICATION

For a multifamily Plan, a Single Build License authorizes construction of one complete building or building configuration represented by the purchased Plan, regardless of the number of dwelling units contained within that building.

A separate building, repeated building, additional phase, additional site, or additional development constitutes an additional use and requires an additional license unless Licensee has purchased an Unlimited Build License.

An Unlimited Build License authorizes Licensee to construct the purchased multifamily design an unlimited number of times, subject to all other restrictions in this Agreement.

9. RESPONSIBILITY FOR CONSTRUCTION & COMPLIANCE

Licensee acknowledges and agrees that:

• The Plans are not site-specific and may require adaptation or modification.

• The Plans are not engineered, sealed, or certified by a licensed architect or engineer unless expressly stated otherwise in writing by Designer.

• The Plans may require review, adaptation, approval, or certification by qualified licensed professionals before construction.

• Licensee is solely responsible for compliance with all applicable federal, state, and local laws, codes, ordinances, regulations, zoning requirements, permitting requirements, structural requirements, fire and life-safety requirements, accessibility requirements, energy requirements, and site conditions.

• Licensee is solely responsible for obtaining all required permits, approvals, inspections, engineering, professional certifications, and construction services.

• Licensee is solely responsible for verifying dimensions, materials, site conditions, utility locations, soil conditions, drainage conditions, climate conditions, construction methods, and all other project-specific requirements.

10. NO WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLANS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

Designer expressly disclaims all warranties, including warranties of:

• Merchantability.

• Fitness for a particular purpose.

• Noninfringement.

• Code compliance.

• Approval by any permitting authority.

• Suitability for a particular site, jurisdiction, climate, construction method, or intended use.

• Structural adequacy.

• Engineering adequacy.

• Compatibility with any particular construction method, material, contractor, or local requirement.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Designer shall not be liable for any claim, damage, loss, liability, expense, delay, cost overrun, injury, defect, failure, or other consequence arising out of or related to the Plans, including but not limited to:

• Construction defects.

• Structural failures.

• Code violations.

• Permit denials.

• Site conditions.

• Engineering requirements.

• Construction delays.

• Contractor performance.

• Cost overruns.

• Loss of profits.

• Loss of use.

• Consequential damages.

• Incidental damages.

• Special damages.

• Claims arising from modified Plans.

This limitation applies whether the Plans are used in original or modified form.

In no event shall Designer’s total aggregate liability arising out of or related to the Plans or this Agreement exceed the amount actually paid by Licensee to Designer for the applicable license.

12. INDEMNIFICATION

Licensee agrees to indemnify, defend, and hold harmless Designer and its owners, members, officers, employees, contractors, representatives, successors, and affiliates from and against any and all claims, damages, losses, liabilities, judgments, costs, and expenses, including reasonable attorney’s fees, arising out of or related to:

• Licensee’s use or reuse of the Plans.

• Modifications to the Plans.

• Construction of any structure based on the Plans.

• Licensee’s failure to comply with applicable laws, codes, ordinances, regulations, or permitting requirements.

• Acts or omissions of Licensee, Licensee’s Agents, contractors, subcontractors, consultants, builders, engineers, architects, or other project participants.

• Any use of the Plans beyond the scope of this Agreement.

13. NO CONSTRUCTION RESPONSIBILITY

Designer does not provide construction supervision, inspection, administration, oversight, or job-site services unless separately agreed to in writing.

Designer shall not be responsible for:

• Construction means, methods, techniques, sequences, or procedures.

• Job-site safety.

• Contractor performance.

• Scheduling.

• Cost estimating.

• Material selection or availability.

• Interpretation or implementation of the Plans.

• Structural systems.

• Engineering design.

• Fire-rated assemblies.

• Local code compliance.

• Permit approval.

• Quality control during construction.

14. NO PROFESSIONAL-SERVICES RELATIONSHIP

Purchase or use of the Plans does not create an architect-client, engineer-client, contractor-client, fiduciary, agency, partnership, joint-venture, employment, or professional-services relationship between Designer and Licensee.

Any site-specific design services, custom design services, architectural services, engineering services, code analysis, permitting assistance, construction administration, or other professional services must be separately agreed to in writing by Designer.

15. ADDITIONAL LICENSES & MODIFICATIONS

Additional uses beyond the scope of this Agreement may be authorized only through:

• Purchase of an additional license.

• Purchase of an upgraded license.

• A written amendment or written authorization executed by Designer.

Modifications to the Plans may be available upon request and for an additional fee. Any modification services, if offered, shall be governed by a separate written agreement, proposal, invoice, or scope of work.

16. TERMINATION

This license shall automatically terminate upon Licensee’s breach of this Agreement.

Upon termination:

• All rights granted under this Agreement shall immediately cease.

• Licensee shall discontinue all further use, reproduction, modification, distribution, marketing, permitting, and construction based on the Plans.

• Licensee shall destroy or permanently delete all copies of the Plans in Licensee’s possession or control, except copies required to be retained by law or reasonably necessary for records relating to an already completed project.

• Designer reserves the right to pursue all available legal and equitable remedies.

Termination does not limit Designer’s right to seek damages, injunctive relief, attorney’s fees, or any other remedies available under applicable law.

17. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict-of-law principles.

Licensee irrevocably consents to the exclusive jurisdiction of the state courts of Mississippi and the federal courts located in Mississippi for any claim, action, or proceeding arising out of or related to this Agreement, the Plans, or Licensee’s use of the Plans.

18. ATTORNEY’S FEES

In any legal action, arbitration, proceeding, or other effort to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, court costs, and other recoverable expenses.

19. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the applicable order confirmation, receipt, invoice, and electronic transaction record, constitutes the entire agreement between Designer and Licensee regarding the Plans and supersedes all prior or contemporaneous communications, representations, proposals, understandings, or agreements relating to the Plans.

No modification or waiver of this Agreement shall be effective unless made in writing and signed by Designer.

If any provision of this Agreement is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

20. ELECTRONIC ACCEPTANCE

Licensee agrees that this Agreement may be executed electronically and that electronic signatures, click-through acceptance, electronic records, and electronically delivered copies of this Agreement shall have the same legal force and effect as original handwritten signatures and paper records.

Licensee may retain a copy of this Agreement and the applicable order confirmation, receipt, or invoice for Licensee’s records.

21. EXECUTION

By signing electronically, clicking acceptance during checkout, purchasing the Plans, or otherwise using the Plans, Licensee acknowledges that Licensee has read, understood, and agrees to be bound by this Agreement.

© Garner Drake Residential Design, LLC. All Rights Reserved.
The Plans are licensed for use only under this Residential Plan Use & License Agreement.