[LHBA has an affiliate agreement with MTC for the sale of a select few butt and pass stock plans. This is the license agreement for the stock plans:]
This license agreement is entered into between Mechanical Transfer Corp., an Oregon corporation (“MTC”), and the you, the customer (“Builder”). Builder desires to purchase from MTC a set of construction diagrams and plans for a log house (the “Plans”). For valuable consideration, MTC and Builder agree as follows:
1. Builder represents and warrants that (a) Builder is at least 18 years of age and (b) Builder is a lifetime member of the Log Home Builders Association (the “Association”).
2. Subject to the terms and conditions of this Agreement, including payment of the license fee, MTC hereby grants to Builder, and Builder hereby accepts, a non-exclusive, non-transferable right and license to print, modify and use the Plans during the term of this agreement.
3. This agreement shall begin when the license fee is received by MTC, and shall last for the lifetime of Builder, or until terminated by mutual agreement of both Builder and MTC in writing.
4. Builder acknowledges that all rights of ownership, title, and interest in the copyrights, Plans and derivatives of the Plans remain with MTC. The parties acknowledge and agree that: (a) any modifications to, or derivative works of, the Plans which incorporate the Plans shall be owned by MTC; and (b) MTC reserves and retains all rights in and to the Plans not expressly granted pursuant to this Agreement. Reproduction, either in whole or in part, including any direct copying and/or preparation of derivative works, for any reason without the prior written permission of MTC is strictly prohibited.
5. In consideration of the license granted by MTC under this Agreement, Builder shall pay MTC a license fee upon execution of this Agreement. The license fee may be collected by MTC or by any agent MTC chooses, including Association.
6. Builder agrees that Builder shall not distribute the Plans, or derivative works, in any form to anyone.
7. Builder agrees that the purchase of the Plans is non-refundable once the Plans have been delivered to Builder via any means whatsoever.
8. Builder understands that the Plans may or may not conform to local building codes in Builder’s jurisdiction and that the Plans may require modification by a competent architect or engineer in order to be accepted for use within Builder’s jurisdiction.
9. Builder agrees that it is Builder’s responsibility:
(a) To assure that the Plans, and the work performed according to the Plans, are in accordance with the latest edition of all applicable national, state and local building codes.
(b) To assure that all manufactured articles, materials, and equipment are applied, installed, connected, erected, used, cleaned, adjusted, operated and conditioned as directed by the manufacturers. Builder shall follow all instructions to sustain and preserve all expressed or implied warranties and guarantees.
(c) To assure that all materials, equipment and components are new and of good quality.
(d) To provide standard construction details and practices which will result in a structurally sound and weatherproof finished product.
10. Builder assumes all risk of loss associated with the use or modification of the Plans. Builder acknowledges and agrees that the Plans should be reviewed by a local architect or engineer before the start of construction, regardless of whether such approval is required by the appropriate governmental agency in Builder’s jurisdiction for the issuance of a building permit.
11. MTC’s liability to Builder for any cause, regardless of the form of legal action, whether in contract or in tort, including without limitation, negligence, shall in no event exceed the total amount paid by Builder to MTC pursuant to this Agreement. Builder hereby agrees to hold harmless, indemnify and defend MTC, the Association and their parents, subsidiaries and affiliated companies, and their shareholders, officers, directors and employees, licensees and agents, from and against any and all claims, damages, liabilities, losses, costs and expenses alleged or actual, which it or they may incur, including reasonable attorneys’ fees, arising in connection with or resulting from (a) Builder’s attempted use of the Plans in any manner and (b) personal injury or damage to tangible personal property caused by the negligence or willful misconduct of Builder. This indemnification shall survive indefinitely.
12. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
13. The following parties are considered intended third-party beneficiaries under this agreement: MTC’s shareholders, officers and directors, the Association and its officers and directors, the employees, licensees and agents of the foregoing entities, and any other third party service and product providers involved in delivering the Plans. The limitations of liability, indemnification and other protections of this Agreement extend to these third party beneficiaries.
14. This Agreement is the complete and exclusive agreement and understanding between the parties concerning the Plans, and supersedes all previous or contemporaneous understandings, negotiations and proposals, whether oral or written. This Agreement shall be governed by and interpreted under the laws of the State of Washington without reference to conflicts of law principles, and the parties consent to jurisdiction by the state and federal courts sitting in King County, Washington. In any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs.
15. MTC reserves the right to modify the Terms and Conditions of this agreement from time to time in its sole discretion, without notice or liability to you. You agree to be bound by these Terms and Conditions, as modified. You agree to review the most current version of the Terms and Conditions from time to time, located at https://www.buildloghomes.org/plans-license (or such successor URL as MTC or Association may provide), so that you will be apprised of any changes.