LICENSE AGREEMENT

Purchasing building enclosure designs and products produced by Akira Living you agree to the terms and become obligated under this Agreement.  Akira Living owns and holds the copyrights to the building enclosure designs at www.akiraliving.com and all building enclosure designs associated with Akira Living.  This applies to the opaque building enclosure assemblies and transition details – component of a building.  Akira Living does not hold the copyrights to architectural plan layouts and form created by others.

We value your business and appreciate your support in protecting Akira Living’s Work.  This is a business investment that will save your company thousands of hours in research and development.  Protect this investment wisely to ensure it stays off the Internet to maintain your new marketing edge over your competitors.

RECITALS:

1. Akira Living building enclosure designs are conceptual solutions for generic construction projects, and do not account for site specific materials and other conditions.  The Detail Packages are diagramatic and are not intended for direct use.  A Professional Engineer must evaluate and customize per specific job requirements.
2. Licensor (Akira Living) owns all proprietary rights in and to numerous copyrightable works, generally described as Akira Living building enclosure designs and products (hereinafter the “Work”), all of which are available at www.akiraliving.com, and has the exclusive right to sell the same Work to others at the Licensors discretion.
3. Licensee (Purchaser) has requested a non-exclusive license to use the Work in connection with the construction of buildings or research and development purposes for a period of five (5) years effective the date of purchase.
4. Licensee desires to obtain, and Licensor has agreed to grant, a non-exclusive license authorizing the use of the Work in accordance with the terms and conditions of this Agreement.
5. Licensee must be a business entity (corporation, company, partnership, proprietorship, individual, etc.) and is considered a new legal “person” in this Agreement. When a business applies for this Agreement, an individual must be designated as the “Qualifying Officer” (the person who will assume responsibility for the business complying with the terms and conditions of this Agreement).  The Qualifying Officer must be designated as an “officer” of the business (i.e., Business Owner, President, Vice President or Office Manager).  Appointing the Qualifying Officer as an officer of the business must be submitted with his or her full name on Page 6 (last page) of this Agreement.  If there are changes with the business name, business address, or Qualifying Officer, the Licensee is responsible to ensure the information provided in the Agreement is updated within thirty (30) days effective the date of the change.  Once an Agreement is updated, all previous Agreements will be considered void and terminated.  The following conditions will apply.
   1. If the Licensee changes the business name, submit an email Request for Name Change along with the Akira Living Work License Number (License Number provided at purchase). Akira Living may update the name change and send you a correct License Agreement.  Please note the authorization to use the Work is with the business named in the original Agreement and the Agreement cannot be transferred or changed to a different business name if the original business is still in operation.
   2. If the Licensee changes the business address, submit an email Request for Address Change along with the Akira Living Work License Number. Akira Living may update the address change and send you a correct License Agreement.
   3. If the Qualifying Officer left the company. The Licensee/company must designate a new Qualifying Officer by submitting an email Request for Qualifying Officer Change.  Akira Living may update the name change and send you a correct Agreement.  The Licensee is responsible to ensure the previous Qualifying Officer does not have any copies of the Work in their possession.
6. The Agreement with Licensee applies to one (1) office/place of business only. Other offices or locations must obtain a separate License Agreement with Akira Living even if they have the same business name.  The Qualifying Officer shall not transfer the Work interchangeably between separate offices or locations.

GRANT OF NON-EXCLUSIVE LICENSE

This is a license, not a sales agreement, between you (Purchaser), and Akira Living.  Akira Living grants to you a non-exclusive, non-transferable license to use, adapt, modify, or revise, in whole or in part, in accord with the terms set forth in this Agreement.

The Work is owned by Akira Living and protected by copyright laws.  Therefore, you must treat the Work like any other copyrighted material except that:

You may:

1. Install a copy of the Work in AutoCAD file form onto one (1) computer to use the information for the purpose of producing architectural and/or engineering drawings or research and development purposes.
2. Make one (1) copy of the Work in AutoCAD file form solely for backup purposes, provided you maintain all copyright notices in the AutoCAD file.
3. Provide copies of the Work in printed black and white hard copy and/or black and white PDF form only to third parties including clients, sub-consultants, city officials, contractors and sub-contractors as is necessary to assist you in the construction of buildings within the five (5) year licensed period.
4. Recreate/redraw the Work from a PDF into a new drawing file (AutoCAD or any other computer drawing software program), however this drawing file is not free from Akira Living’s copyright, and all terms of this Agreement apply to the drawing file as if it were an AutoCAD file purchased from Akira Living.

You may not:

1. Copy (except for the two (2) copies noted above) the Work in AutoCAD file form.
2. Sell, share, distribute, lend, lease, sublicense or otherwise make available the Work in printed hard copy, machine readable form, or AutoCAD file form to any third party or office location unless noted otherwise above.
3. Allow all or any part of the Work in AutoCAD file form to be utilized by third parties including, but not limited to; associates, clients, city officials, contractors and sub-contractors.
4. Remove any copyright notices, titles, trademarks, logos, or marks in the Work unless the Work has been changed and does not comply with items ‘b.’ to ‘e.’ listed under Section 1 – Use and Adaptation of Work below.
5. Remove Licensee’s license number from PDF documents purchased from Akira Living.
6. All rights, title, interest, and all copyrights to the Work and any copy made by you remain with Akira Living. Unauthorized copying of the Work, or the failure to comply with the above restrictions, will result in automatic termination of this license and will make available to Akira Living other legal remedies.

NON-EXCLUSIVE LICENSE TERMS AND CONDITIONS

1. Use and Adaptation of Work

The Work includes various building enclosure assemblies and transition details, but may not be adapted to local conditions in your area.  Licensee is recommended to have the Work reviewed by a local professional architect or engineer before pursuing a building permit or commencing any construction.  Licensee is authorized to make any adaptations, modifications or revisions to the Work necessary to comply with local conditions and building codes, and with any applicable laws, rules or regulations (the extent of the changes will determine if the design is permitted to be associated with Akira Living).  Some jurisdictions may require the Work to be sealed and/or redrawn by a professional (architect or engineer) licensed in that jurisdiction.  Even if you make modifications to copyrighted Work and/or have the Work completely recreated / redrawn, the modified Work is not free from Akira Living’s copyright.  The Licensee is responsible for any charges incurred for modification or to meet local building codes.  In addition, in exchange for receiving the Work the Licensee agrees to waive or release Akira Living of any liability arising from the Work, and you accept full responsibility for the accuracy and integrity of the final design used to apply for building permits or for construction.

The Licensee is authorized to make any adaptations, modifications or revisions to the Work necessary to comply with local conditions and building codes, and with any applicable laws, rules or regulations.  To maintain the Akira Living brand (titles, trademarks, logos, etc.), the extent of the changes in the construction assemblies and transition details are limited to list below.  Any changes beyond what is noted below may substantially change the construction assembly’s thermodynamics and/or hygrothermal functionality and may not perform as intended by Akira Living.  Changes that do not comply with items ‘b.’ to ‘e.’ from the list below must remove any copyright notices, titles, trademarks, logos, or marks associated with Akira Living.

You may:

1. Change the exterior cladding finish and/or roofing system. The new exterior cladding finish is recommended to be designed as a rain-screened system or installed as quasi-rain-screened system (has a built-in capillary break drainage plain).
2. Change the interior gypsum wallboard and/or paint finish if the substituted material falls within the same vapour permeance class (identified in the construction assembly details) as defined by the current International Building Code (and its derivative codes).
3. May add additional interior finish materials onto the interior gypsum wallboard and/or paint finish if required.
4. Change the vapour control membrane to a Class I Vapour Retarder (vapour impermeable) at exterior walls above grade, roof assemblies, and wood floor assemblies if deemed necessary.
5. Change the construction assembly to comply with permissible adjustment notes listed in the Construction Assembly Details.

2. Copyright

The Work is protected under the Federal Copyright Act.  Reproduction of the Work, either in whole or in part, including any direct copying or preparation of derivative works, is prohibited except as expressly allowed under this Agreement.  The Licensee is hereby granted permission to use the purchased Work for a period of five (5) years effective the date of purchase.

3. Price and Payment

Licensee shall pay to Akira Living for each authorized Work the price per Work specified in the Order Form.  Licensee is only permitted to use the Work (or any adaptation, modification, or revision of the Work) in connection with the construction of a building or for research and development purposes after payment of the price is made to Akira Living for that Work.  Payment of the price shall be made by Licensee to Akira Living in full without any right of set-off or deduction.  Licensee shall be responsible for any applicable taxes (including sales or use taxes) arising out of or in connection with this Agreement.

Sales of Work produced by Akira Living are final.  No refunds or exchanges will be given once your order has been processed.

4. Marketing

Do not modify the Akira Living trademark or logo under any circumstances.  Use trademark artwork files provided by Akira Living only.  Contact Akira Living at cody@akiraliving.com for additional guidance and permission regarding use of the trademark, and to request any special permission.

Licensee is required to provide an acknowledgment of Akira Living in all marketing efforts if the Work (Work permissible to maintain the Akira Living brand) is used in connection with the construction of a specific project.  The acknowledgement may appear at the end of a document and at the bottom of a webpage.  The acknowledgement must include the following:

1. Display the Akira Living trademark (trademark shown on the top left of the page). The minimum width of the trademark must be no less than 1” (25.4mm) in width when printed.  A minimum clear space equal to 1/2″ (12.7mm) or more should be respected at all times so that it can be clearly recognized.
2. Accompany the Akira Living trademark with one of the following sentences in Arial font (as shown or in all capital letters) no less than 1/8” (3.2mm) text height when printed.
   1. Building Enclosure Design produced in partnership with Akira Living
   2. Akira Living Building Enclosure

All architectural and/or engineering construction details in any form (Work permissible to maintain the Akira Living brand) is required to provide an acknowledgement of Akira Living either as a footnote or next to the user’s copyright notice on any and all pages that contain an Akira Living copyright construction assembly or transition detail.  The acknowledgement must include the following:

1. Display one of the following sentences in Arial font (as shown or in all capital letters) no less than 1/8” (3.2mm) text height when printed to 11” x 17” paper size and no less than 1/8” (3.2mm) text height when printed in larger paper sizes.
   1. Building Enclosure Design produced in partnership with Akira Living © 2017
   2. Akira Living © 2017 Building Enclosure.

Licensee that employ a Passive House Designer/Consultant and/or Energy Modeller AND DO NOT provide design services as an Architect, Professional Designer, and/or Associated with an Architectural Institute, is required to display the Akira Living trademark on the Licensee business website, and the trademark must be a link to www.akiraliving.com. A JPEG image file of the Akira Living trademark will be provided.  The acknowledgement must include the following:

1. Accompany the Akira Living trademark on the Licensee business website with the following sentence in Arial font or similar (as shown or in all capital letters) in a readable font size.
   1. Building Enclosure Design produced in partnership with Akira Living

Licensee is required to notify Akira Living at cody@akiraliving.com of any project in construction phase that use Akira Living Work and allow Akira Living the opportunity to supply an Akira Living banner on the project perimeter fencing/hoarding and/or scaffolding.  The supplied banner(s) must be installed by the Licensee and made visible to the public for the duration of construction.  Licensee must provide a photograph of the installed Akira Living banner.

Licensee acknowledges and agrees that all design deliverables used in marketing efforts shall include no more than one (1) sample of a building enclosure transition detail drawing and/or no more than one (1) thermal bridge drawing.

If the Akira Living trademark is displayed on the Licensee business website, the trademark must be a link to www.akiraliving.com.

Please note that Akira Living has a zero tolerance policy about the Akira Living trademark and logos.  Those caught referencing Akira Living without the purchase of Work from www.akiraliving.com or are in violation of the terms of this Agreement will be contacted, and if necessary, this could result in legal action.

LIMITATION OF REMEDIES

Akira Livings’ sole and exclusive maximum liability for any claim by you or anyone claiming through or on behalf of you arising out of your order or the warranty shall not in any event exceed the actual amount paid by you to Akira Living for the Work.  In no event shall Akira Living be liable for any indirect, incidental, collateral exemplary, consequential or special damages or losses arising out of your purchase of the Work or out of the warranty, including without limitation loss of use, profits, goodwill or savings, or loss of data, data files, or programs that may have been stored by the user.

WARRANTY DISCLAIMER

The Work is provided “as is” without warranty of any kind, either express of implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.  The entire risk as to the quality of the Work is with you, and you assume the entire cost of all necessary servicing, repair or correction.  We make no warranty that the Work (a) will satisfy the codes and regulations in your area; (b) will remain accessible and free of technical problems; (c) will meet all your needs, or result in a satisfactory outcome; (d) will be accurate, current, complete, and free from any errors.

Akira Livings’ warranty as set forth above shall not be enlarged, diminished or affected by, and no liability shall arise out of, Akira Livings’ rendering of technical advice or service in connection with your purchase of the Work.  The warranty set forth above is not assignable by you.

GENERAL

You may terminate this license at any time by destroying all copies of the Work.  Akira Living may terminate this license if you fail to comply with the terms and conditions of this Agreement.  Upon such termination, you agree to destroy all your copies of the Work.  Any unauthorized rental, lease, assignment or transfer of any copy of the Work shall be void (except as expressly allowed under this Agreement).  If any provisions of this Agreement are held invalid, the remainder shall continue in full force and effect.  Licensee shall be responsible for Akira Living’s reasonable attorneys’ fees associated with the enforcement of the terms of the Agreement or the collection of any amounts due under this Agreement.

This Agreement is the entire Agreement between Licensor (Akira Living) and the Licensee (Purchaser) and supersedes any other communications, advertisements, or understandings with respect to the Work and documentation.

We hope this information has been helpful to allow the Licensee to understand the legal ramifications for copyright infringement.  We value your business and appreciate your support in protecting Akira Living’s Work.

To complete your order you are required to sign this License Agreement.  Please fill out all underlined areas on Page 6 (last page) in full and click the required buttons when prompted to.  A copy of the signed License Agreement will be automatically emailed to you.

RETURN POLICY:  Due to the nature of our products (delivered via email in digital format – AutoCAD drawing file or PDF) that may have been duplicated by the purchaser, all products & Detail Packages are final sale and cannot be returned or refunded.