MyOwnPlans User and License Agreement

This Nonexclusive Copyright License Agreement, hereinafter termed the "Agreement," is made to be effective by and between Immix, Inc., hereinafter termed the "Licensor," which is a Nevada corporation with its principal place of business located at 3225 McLeod Drive, Suite 100, Las Vegas, Nevada 89121, and contractor (member), which/who is hereinafter termed the "Licensee".

 GENERAL CONSIDERATIONS

A. Licensor has developed a substantial number of architectural house plans for which copyrights exist in the United States .

B. Licensee is a general contractor who/which desires to purchase one or more of such house plans.

TERMS 

                  Now, therefore, in consideration of the preceding premises and the mutual promises set forth below, and other good and valuable consideration, Licensor and License do hereby promise and agree as follows:

 Article I

 Granting of License

                 1.01. License. Licensor hereby grants to Licensee a nonexclusive license, effective for the term of this Agreement, to copy, modify, display for promotional purposes, or construct one or more houses from any architectural house plan for which Licensee pays a plan fee. Licensor expressly reserves the right to license any other entity at any time as well as to copy, modify, or construct houses in the geographical area specified in the signed copy of this agreement from any of Licensor’s architectural house plans.

                 1.02.        Restriction on Transfer.           Licensee may not sell or otherwise transfer the license granted by this Agreement without the express written permission of Licensor.  Furthermore, the license granted by this Agreement shall not, without the express written consent of Licensor, pass to any entity into which Licensee may be merged.

 Article II  

  Fees

             2.01. Initial Membership Fee. Licensee agrees to pay Licensor an initial membership fee for the initial term of this Agreement

              2.02.        Subsequent Membership Fees.  Provided this Agreement has not been terminated other than by the expiration of a term, Licensee may extend this Agreement for a subsequent term of one year by paying, within thirty days prior to the termination of the current term, to Licensor the then current annual membership fee of Licensor.

                 2.03.        Plan Fee.  For each plan concerning which Licensee desires a license, Licensee shall pay to Licensor a plan fee at the then current plan fee of Licensor.  Once a plan fee has been paid for a given architectural house plan, no additional plan fee shall become due so long as this Agreement does not terminate.

 Article III

 Modification of Architectural House Plans

                 3.01.        Ownership of Modified Plan.   The copyright for any architectural house plan created by Licensee through modifying an architectural house plan of Licensor shall belong to Licensor.  Licensee agrees to cooperate with Licensor in registering any such copyright.

                 3.02.        Notification of Modification.   Licensee shall notify Licensor whenever Licensee modifies an architectural house plan of Licensor and shall supply Licensor a paper copy and, if available, an electronic copy of such modified architectural house plan.

                 3.03.        Marking.  Any architectural house plan created by Licensee through modifying an architectural house plan of Licensor and any promotional materials utilizing such modified plan shall bear both a copyright notice identifying Licensor as the owner of the copyright for the modified plan, and a legend indicating that Licensee modified the plan as well as the date such plan was modified.

                 3.04.        Liability for Infringement.       Licensee shall be solely liable for any copyright infringement created by Licensee’s modifying an architectural house plan of Licensor.  Licensee shall hold Licensor harmless from any such liability and shall indemnify Licensor for any costs (including, but not limited to, attorney fees) Licensor bears as a result of such infringing or allegedly infringing modification.

                 3.05.        Restrictions on Right to Modify.  Licensee is proscribed from using any library items, general notes, or code notes that Licensee obtains in electric form from Licensor.

 Article IV

 Records

                 4.01.        Records.  Licensee shall keep correct and complete records identifying houses built from Licensor’s plans, promotional materials utilizing Licensor’s plans, and any architectural house plans created by modifying architectural house plans of Licensor.

                 4.02.        Inspection of Records.             Such records of Licensee shall be open to inspection at all reasonable times during normal business hours by a representative of Licensor acceptable to Licensor and Licensee or.  Licensor shall provide to Licensee written notice of any desired inspection at least fifteen (15) calendar days in advance of the date for such inspection.  No more than one (1) inspection shall be permitted each calendar year.

 Article V 

Warranties

                5.01.        Copyright Infringement.           Licensor provides to Licensee no warranty of noninfringement.  Licensor will, consequently, not be liable to defend Licensee in any suit for infringement or to reimburse Licensee for any sums expended in defending, or satisfying a judgment resulting from, a charge of infringement.  Licensor, however, has no actual knowledge that any of Licensor’s architectural house plans infringe a patent of another entity.

                 5.02.        Other Express Warranties.       Licensor provides Licensee no warranty concerning the safety or performance of any house constructed by Licensee under the terms of this Agreement.

                 5.03.        Implied Warranties. Licensor DISCLAIMS ALL IMPLIED WARRANTIES with respect to the architectural house plans of Licensor.

 Article VI

 Copyright Infringement

                 6.01.        Notification.             Licensee shall promptly notify Licensor whenever Licensee acquires actual knowledge of any conduct by a third party that reasonably appears to constitute infringement of any of the architectural house plans that Licensee has obtained from Licensor.

                 6.02.        Litigation.                Licensor shall not be required to institute litigation concerning any such infringement.  Should Licensor, however, institute litigation to protect any of its intellectual property rights associated with such infringement, Licensor shall be solely responsible for the conduct and costs of such litigation and shall retain all proceeds of such litigation.

 Article VII 

Term and Termination 

                7.01.        Term.       Unless sooner terminated in accordance with the terms of this Agreement or extended for a subsequent term pursuant to paragraph 2.02, this Agreement shall last for two years.

                 7.02.        Termination.            Licensor may terminate this Agreement and the license granted pursuant to it two weeks after having given notice to Licensee that Licensee is in default or breach of any of the terms of this Agreement—including the timely, complete payment of any fee pursuant to Article II of this Agreement—unless such default is completely corrected by Licensee prior to the end of such two-week period.

                 7.03.        Action after Termination.         When this Agreement has been terminated or has expired pursuant to paragraph 7.01 above, Licensee shall cease to use Licensor’s architectural house plans in any manner and return to Licensor all records, drawings, blueprints, manuals, notebooks, reports, and other materials of any form or nature containing or making reference to any of Licensor’s architectural house plans or any other of Licensor’s proprietary intellectual property, together with all copies of such house plans or other proprietary intellectual property that Licensee has made or otherwise obtained, either prior to the date of this Agreement or thereafter.

                 7.04.        Recognition of Infringement.   Licensee expressly acknowledges that the use, in whole or in substantial part, of any of Licensor’s copyrighted house plans to build a structure after the termination of this Agreement would constitute copyright infringement.

 Article VIII

 Effect of Bankruptcy

                 8.01.        Automatic Termination.           Any rights and any license granted Licensee pursuant to this Agreement shall automatically terminate whenever Licensee becomes insolvent, sells all or substantially all of its assets, files for bankruptcy, or has a receiver appointed over it.

                8.02.        Failure of Automatic Termination.  Should, however, despite paragraph 9.01 of this Agreement, any court of competent jurisdiction rule that any right or license granted Licensee pursuant to this Agreement shall have survived when Licensee became insolvent, sold all or substantially all of its assets, filed for bankruptcy, or had a receiver appointed over it, Licensor shall have a right of first refusal to acquire any such surviving right or license of Licensee at the fair market value of such surviving right or license.

Article IX

 Miscellaneous Provisions 

                9.01.        Force Majeur.          Except for the obligation to make payments when due pursuant to this Agreement, all other obligations under this Agreement shall be suspended for so long as one or both of Licensor and Licensee are prevented from complying with the provisions of this Agreement by acts of God; riots; war; acts of Federal, state, or local governments, agencies, or courts; strikes; lock-outs; damage to or destruction or unavoidable shut-down of necessary facilities; or other matters beyond Licensor’s or Licensee’s reasonable control (specifically excluding, however, matters of mere financial exigency).  The entity so prevented from complying with its obligations pursuant to this Agreement shall promptly notify the other entity of such fact and shall exercise all due diligence to remove and overcome the cause of such inability to comply.

                 9.02.        Additional Documents.            Licensor and Licensee agree that they will execute any and all additional documents or legal instruments that may be necessary or required to effectuate the provisions of this Agreement.

                 9.03.        Remedies.                Notwithstanding any other provision of this Agreement, Licensor and Licensee shall retain all statutory and common law rights to enforce this Agreement or to seek damages for its breach.

                 9.04.        Notices.   Any notice, election, payment, report, or other correspondence required or permitted pursuant to this Agreement shall be deemed to have been properly given or delivered when it has been made in writing and

 (a) delivered personally to an officer of Licensor or an officer of Licensee or

 (b) when sent by United States mail with all necessary postage fully prepaid, a return receipt requested, and addressed to the entity to whom directed at its address as specified below:

 Immix, Inc.

3225 McLeod Drive, Suite 100 

 

Las Vegas, Nevada  89121

                  Either Licensor or Licensee may, at any time, change its address for purposes of this Agreement by giving written notice of such change of address to the other entity.

                 9.05.        Effect of Waiver.     A waiver either by Licensor or by Licensee of any provision of this Agreement, whether in writing or by course of conduct or otherwise, shall be valid only in the instance for which such waiver has been given and shall not be deemed to be a continuing waiver of such provision; nor shall any such waiver be construed to be a waiver of any other provision of this Agreement.

                 9.06.        Paragraph Headings.                The paragraph headings within this Agreement are for convenience only and in no way define, limit, or describe the scope or intent of this Agreement; nor do such paragraph headings affect the terms and provisions of this Agreement.

                 9.07.        Preparation of Agreement.       Licensor and Licensee acknowledge that they have both participated in the preparation of this Agreement; and, in the event that any question arises regarding the interpretation of this Agreement, no presumption shall be drawn in favor of or against either Licensor or Licensee with respect to the meaning of this Agreement.

                 9.08.        Governing Law.       This Agreement, and all matters relating to this Agreement, including any matter or dispute arising from this Agreement, shall be interpreted, governed, and enforced according to the laws of the State of Utah , without regard to its choice-of‑law rules.  Licensor and Licensee consent to the jurisdiction and venue of any appropriate court within the State of Utah to resolve any such dispute.

                 9.09.        Attorney’s Fees.      In the event that Licensor or Licensee shall be in default or breach of this Agreement, such defaulting or breaching entity shall be liable to pay all reasonable attorney’s fees, court costs, and other related collection costs and expenses incurred by the non‑defaulting or non-breaching entity in pursuing its rights under this Agreement.

                 9.10.        Severability.             In the event that any provision of this Agreement, or any action contemplated pursuant to this Agreement, is found, by a court having competent jurisdiction in accordance with this Agreement, to be inconsistent with or contrary to any law, ordinance, or regulation, the latter shall be deemed to control; this Agreement shall be regarded as modified accordingly; and such modified provision as well as the remainder of this Agreement shall continue in full force and effect.

                 9.11.        Integration.              This Agreement constitutes and represents the entire agreement of Licensor and Licensee with respect to the subject matter of this Agreement.  All other prior agreements, covenants, promises, and conditions, whether verbal or written, that are intended to apply between Licensor and Licensee have been incorporated herein.  In executing this Agreement, neither Licensor nor Licensee has relied upon any promise, representation, warranty, or the like other than those contained within this Agreement.

                 9.12.        Amendment.            This Agreement may be amended at any time upon the unanimous agreement of Licensor and Licensee.  Any such amendment must, however, be reduced to writing and be executed both by Licensor and by Licensee in order to become effective.

                 9.13.        Assurance of Authority.  Licensor does hereby assure Licensee that execution of this Agreement is an authorized act of Licensor, and Licensee does hereby assure Licensor that execution of this Agreement is an authorized act of Licensee.

                 9.14.        Binding Effect.         Other than as provided in paragraph 1.02 above, this Agreement shall be binding upon and inure to the benefit of Licensor and Licensee as well as their successors and assigns.

                 9.15.  Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered (including by facsimile transmission) shall be deemed an original and all of which together shall constitute one and the same instrument.

                 IN WITNESS WHEREOF, Licensor and Licensee have caused these presents to be signed by their duly authorized representatives on the dates indicated.

The paper copy will be the official agreement between Licensor and Licensee

 LICENSOR:

 IMMIX, INC.

 By                                                                                                          

 Its                                                                                                   

Date :                                                                                

 LICENSEE:

 By                                                                                                           

 Its                                                                                           

 Date: