LICENSING TERMS AND CONDITIONS OF USE

Article 1: Plans. The architectural plans, drawings, and electronic data (the “Plans”) purchased by you (“Licensee”) are solely owned by Birch Grove Studio LLC (“Licensor”). Licensor shall retain all common law, statutory, and other reserved rights, including intellectual property rights in the Plans Any use of the Plans shall be subject to, and limited by, these Terms and Conditions. In consideration of the purchase price pay by Licensee for the Plans, Licensee shall receive a non-exclusive, non-transferable license to use the Plans in connection with the construction of one building (the “Limited License”). In the event Licensee desires to use the Plans for any purpose other than that permitted by the Limited License, Licensee must purchase additional licenses for any reuse of the Plans. Licensee shall not authorize or permit anyone to sell, reproduce, redistribute, publish, or otherwise disclose the Plans, other than to those contractors, consultants, lenders, or governmental agencies, for any purpose other than that authorized by the Limited License. Licensee may not create derivative works based on the Plans. Licensee acknowledges that modified plans are considered derivatives of the original Plans and receive the same copyright protection as the original. Licensee may make, at its own effort and expense, any adaptations, modifications, or revisions to the Plans necessary to comply with local conditions, building codes, and any applicable laws, rules, or regulations. Any modifications made to the plans are not the responsibility of the Licensor. Licensee assumes all risks and liability associated with any modifications or adjustments to the Plans.

Article 2: Construction and Locality Requirement. Licensee acknowledges that the Plans may not comply with all local building codes, zoning laws, or other regulations of every state, county, or municipality and that the Plans will not be signed or sealed by a licensed design professional. Prior to using the Plans for construction, Licensee shall have the Plans reviewed by a local licensed professional architect or engineer to make such adaptations, modifications, or revisions to the Plans necessary to comply with local conditions, building codes, and any applicable laws, rules, or regulations. Licensee’s use of the Plans is conditioned on an obligation and agreement to strictly comply with all local building codes, ordinances, regulations, and requirements, including permits and in codes, and any applicable laws, rules, or regulations; for obtaining any requisite permits and inspections for constructing the Plans; for verifying the accuracy and completeness of all dimensions, and for suitability in the local conditions, prior to commencing construction; for making final selection of materials such as masonry, floor joists, lumber, structural members, construction panels, roofing, etc, all of which can create variations in dimension and details; for providing standard construction details and practices which will result in a structurally sound and weatherproof finished product; for all construction means, methods, sequencing, techniques, and safety on the job site of construction workers and third parties; and for providing any warranties or guarantees desired by Licensee.

Article 3: No Warranty. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLANS. THE PLANS ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO ENSURE, PRIOR TO USE OF ANY PLANS, THAT SUCH PLANS ARE ACCURATE, SUITABLE FOR YOUR PURPOSES, AND COMPLIANT WITH ALL APPLICABLE LAWS.

Article 4: Release of Claims and Indemnification. Licensee understands that any use of the Plans is at Licensee’s and Licensee’s designated builders, architects, or engineers’ sole risk, and Licensor shall not be responsible or liable for any claims, costs, liabilities, or damages arising out of Licensee’s use. Licensee agrees to indemnify and defend Licensor and its members, agents, and employees from and against any and all claims, damages, liabilities, expenses, or costs (including reasonable attorneys’ fees and other defense costs) arising out of or related to (i) the use of the Plans by Licensee or anyone for whom Licensee is responsible, (ii) any breach of these Terms and Conditions by Licensee or anyone for whom Licensee is responsible, and (iii) any modifications or adjustments to the Plans.

Article 5: Limitation on Liability. To the fullest extent permitted by law, the total liability of Licensor with regard to the Plans under any and all theories of liability shall be limited to the compensation paid by Licensee for the Plans. Limitations on liability provided in the Agreement are business understandings between the parties and shall apply to all theories of liability, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action. No partner, member, manager, director, officer, shareholder, employee, representative or agent of the Licensor shall have any individual liability to the Licensee. Each party waives consequential damages (as defined by AIA Document A201™, General Conditions of the Contract for Construction) for claims, disputes or other matters in question arising out of or relating to the use of the Plans.

Article 6: Dispute Resolution. As a condition of using the Plans, Licensee agrees that it must initiate any litigation or arbitration against Licensor arising out of or related to the Plans within one (1) year of purchasing the Plans and that its failure to do so shall constitute a waiver of any further claims Licensee may pursue against Licensor arising out of or related to the Plans. As a condition precedent to the filing of any litigation or arbitration, Licensee shall provide Licensor with a detailed statement of claim identifying the nature of the its claim and a statement of the damages sought (the “Statement of Claim”). If the claims asserted are not resolved within thirty (30) days of Licensor’s receipt of the Statement of Claim, then Licensee may proceed to initiate litigation or arbitration with the American Arbitration Association under its Construction Rules (at the sole election of Licensor). Any litigation or arbitration shall take place in the Commonwealth of Massachusetts. It is understood and agreed that the interpretation of this Agreement shall at all times and in all respects be governed by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws provisions thereof. All Parties to this Agreement consent to personal jurisdiction and exclusive venue in Massachusetts relating to a dispute arising under this Agreement.

Article 7: Amendments; Waivers. These Terms and Conditions contain the entire agreement between Licensor and Licensee with respect to the Plans, and no communications, representations, promises, or understandings, written or oral, not herein contained shall be of any force or effect. Amendments to these Terms and Conditions must be in writing and signed by both Licensor and Licensee. No waiver of any provision of these Terms and Conditions will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced. Failure by a party to enforce any right hereunder shall not constitute a continuing waiver of the same or a waiver of any other right hereunder.