File Agreement

 By clicking to purchase our plans, you agree to be bound by this File Agreement and to use our instruments of service, in CAD form, and identified in this File Agreement (called “CAD Files” in this File Agreement), subject to this File Agreement.

 SEM Architectural Consultants agrees to permit you to access and use the CAD Files known as The Solatruim House for a single project, in strict compliance with, and subject to, this File Agreement. You agree: (a) to independently verify the accuracy, correctness and completeness of the CAD Files for your needs; (b) to remove our name and logo from the CAD Files; and, (c) to assume the sole risk, responsibility and liability for use of the CAD Files. You may not reuse the CAD Files or assign your rights or delegate your obligations under this File Agreement without our prior written consent. You agree to comply with all applicable laws, codes, rules and regulations with respect to your use of the CAD Files. You shall be solely responsible for obtaining any approvals from local authorities or others arising from or related in any manner to your use of the CAD Files.

 We retain our intellectual property rights in the CAD Files and grant you only a limited license to use the CAD Files as stated in this File Agreement. Your license to use the CAD Files automatically terminates upon your breach of this File Agreement.

 The version of the CAD Files provided to you may not represent the final design and you have the sole responsibility to compare the CAD Files provided with the sealed construction documents, if there are such, for accuracy. In the event of a conflict between our sealed construction documents, if there are such, and the CAD Files, the sealed construction drawings shall govern. It is your responsibility to determine if any conflicts exist. You shall notify us of any errors or omissions in the CAD Files that you discover so that we have a reasonable amount of time within which to correct, in our sole and absolute discretion, any such errors or omissions. The CAD Files shall not be considered to be contract documents as defined by the general conditions of the contract for construction.

We make no warranties, express or implied, regarding: (a) the CAD Files’ accuracy, correctness or completeness; or, (b) the CAD Files’ merchantability or fitness for a particular purpose. There is no guarantee of the integrity of the data or the completeness and form of translations represented by the CAD Files and you agree not to hold us responsible for any of the data or file cleanup necessary to make the files usable nor for any error or malfunction in the translation, interpretation or use of this electronic information.

 We do not warrant or guarantee that any portion of the CAD Files are free of computer viruses. You acknowledge that you have sole responsibility for assuring that such CAD Files are free of any viruses before using them. You shall not hold us responsible for such viruses or their consequences.

 You covenant not to sue us for, and agree to indemnify, defend, and hold us harmless from, all claims, damage, loss, or liability (whether arising in tort, breach of contract, warranty, or otherwise), and all damages, costs, and expenses (including, without limitation, attorney fees and litigation expenses and court costs), arising from, or related to: (a) your actual or alleged failure to strictly comply with this File Agreement; (b) your actual or alleged use of the CAD Files; or, (c) actual or alleged means or media of transfer of the CAD Files.

California law governs this File Agreement in all respects, including matters of construction, validity, and performance. You consent to the exclusive jurisdiction of the Circuit Court of Riverside County, California (the “Riverside County Circuit Court”) and the United States District Court for the Southern District of California (the “U.S. District Court”), over any controversy between you and us arising out of or related to this File Agreement. You waive any objection you may have to the jurisdiction of the Riverside County Circuit Court or the U.S. District Court concerning any controversy between you and us. You and we waive all right to trial by jury in any action, proceeding, or counterclaim arising out of or related to this File Agreement.

Our liability for any loss, property damage or bodily injury of or to you caused in whole or in part by us under this Agreement shall be limited in the aggregate to $500.00. The parties intend that the foregoing limitation on liability shall apply to all claims, whether sounding in tort, in contract, in warranty, or otherwise. You release, waive, and shall not seek contribution from, or indemnification by, us for any claims of any nature made against you by any other person who may suffer any loss, property damage or bodily injury in any manner associated with the CAD Files, or our partners, members, managers, directors, officers, employees, agents under this Agreement. We shall not be liable to you, in any event or for any amount, for delays; or for consequential, special or incidental damages; or for punitive or exemplary damages.

You agree to pay our reasonable attorney’s fees and expenses and other litigation costs for our enforcement of this File Agreement because of your breach of the File Agreement.

You and we agree that any invalid, illegal, or unenforceable portion of this File Agreement shall be stricken from this File Agreement and the balance of this File Agreement shall be construed as if this File Agreement did not contain the invalid, illegal, or unenforceable portion.

 This File Agreement supersedes any and all prior agreements, understandings, or communications, between you and us, whether oral or written, about the subject matter of this File Agreement. This File Agreement represents the entire agreement between you and us. The File Agreement is not to be construed as creating a joint venture, agency, or partnership between the parties. This File Agreement may not be modified except in writing signed by you and us.

Before you share the CAD Files with any other party that party must first enter into a separate File Agreement with us.

Your purchase of The Solatrium House CAD files indicates your acceptance of this File Agreement by SEM Architectural Consultants.