1. I understand that this Site is a commercial site for webmasters only and I am only viewing the material at this Site for commercial business purposes.
2. I understand that all materials contained at this Site are intended for
distribution exclusively to consenting adults in locations where the materials
contained at this Site do not violate any community standards or any federal,
state or local law or regulation of the United
States or any other country. No persons
under the age of 18 years may directly or indirectly view or possess any of the
contents of this Site or place any orders for any goods or services advertised
at or in this Site. I am at least 18 years of age, or of legal age of majority
and have the legal right to possess and view adult material in my state, city,
community, country and jurisdiction.
3. I will not forward or transfer by any means any images or information on
this Site to any minors or persons who are not legally allowed to view or
possess the content of this Site.
4. I understand the standards and laws of the state, city, community, country
and jurisdiction to which I am transporting this material, and I am solely
responsible for my actions and indemnify the owners, operators and creators of
this Site, it`s agents and assigns from any and all liability howsoever
arising. I understand that possession of certain adult material maybe an
offense in certain states, cities, communities, countries and jurisdictions and
I hereby state that this is not the case in my state, city, community, country
and jurisdiction.
5. I will not duplicate, copy or distribute any of the contents of this Site in
any form whatsoever without the express written permission of the operators of
this Site.
6. I hereby acknowledge that materials presented at and/or downloadable from
this Site include explicit sexual visual and/or audio material, and I am
familiar with materials of this kind and am not offended by such materials.
7. By using this Site, I represent that my use will not violate any community
standards, federal, state or local law, regulation, rule or custom of the U.S. or any
other country. I represent and warrant that I am familiar with the laws of my
community, being 18 or older and that the viewing of adult material is legal in
my area. Furthermore I agree that I do not find this type of material offensive
and I release and discharge all involved in the production and maintenance of
this Site from any and all liabilities. I agree to indemnify and hold, www.cecash.com the advertising agent for
Licensor (the "Site") and its operators, managers, and their subsidiaries,
affiliates, officers, agents, co-branders or other partners, and employees,
harmless from any claim or demand, including reasonable attorneys' fees, made
by any third party due to or arising out of my use of the Site, my connection
to the service, my violation of the laws or customs of any territory or local
community standard, or my violation of any rights of another.
Unless you unequivocally agree to all of the above statements, you should not enter into the following Content License Agreement. By continuing forward and/or using Content featured on this Site you acknowledge and agree to be bound by all of the preceding and following statements.
This Agreement is made and entered into between Trade News Corporation N.V. ("Licensor"), and You, the Webmaster leasing content featured on this Site ("Licensee").
WHEREAS, Licensor is in the business of licensing and sublicensing photographic and/or video content (hereafter referred to as "Licensed Content") to various web site operators who wish to make use of and display said Licensed Content to subscribers or viewers of their web sites in connection with advertisement and promotion of CECASH.COM websites; and
WHEREAS Licensee is a web site operator who is interested in licensing the Licensed Content to use and display on its web site for viewing by Licensee`s subscribers and viewers in connection with advertisement and promotion of CECASH.COM websites;
NOW THEREFORE, in consideration of the mutual covenants and warrantees herein contained and for good and valuable consideration, the adequacy and sufficiency of which are acknowledged, the parties agree as follows:
1. Definitions
1.1 "Digital Telecommunications Media" shall mean any and all means of transmission, broadcast, publication, dissemination or communication of data of any kind, including but not limited to text, graphics, images, sound and video, using at any point in a transmission, broadcast, publication or other communication of data, a wide area computer network or any other means of digital transmission of data, including, but not limited to, the Internet, the World Wide Web, intranets, hybrinets, push channels, streaming channels, point-to-point telephony, satellite mediated communication and all current and future broadband transmission means including, without limitation, DSL, cable and cable modems.
1.2 "Licensed Content" shall mean, without limitation, each and every photographic, video, audiovisual, audiotext, musical and other work that Licensor has made available for Licensing through the Site and collectively shall constitute the subject matter of this License Agreement.
2. Conditional Use.
The grant of licensing right herein is conditional upon Licensee`s use and display of Licensed Content in connection with web pages that advertise and promote CECASH.COM websites exclusively.
3. Grant of License and Limitation of License/ Intellectual Property Rights
Subject to the terms and conditions herein, Licensor hereby grants to Licensee for the term of this Agreement:
3.1 A limited, non-exclusive and non-transferable website license to use and display
the Licensed Content via Digital Telecommunication Media on the web-site domains owned or operated by Licensee that advertise and promote CECASH.COM websites exclusively. (hereafter referred to as "Limited Distribution Rights"). Licensee understands that the Limited Distribution Rights granted herein expressly limit Licensee to display of the Licensed Content only to online subscribers or viewers viewing said Licensed Content for their own personal non-commercial use through Licensee's website. Notwithstanding anything to the contrary in this Agreement, this License Agreement grants Licensee the license to use and display the Licensed Content according to the terms and conditions of this Agreement on no more than a total of 10 domains or websites, unless otherwise agreed to in writing, provided that Licensee owns or controls said domains or websites.
3.2 Licensee acknowledges and agrees that all materials contained in the Licensed Content are proprietary and constitute valuable intellectual property of Licensor. Licensee acknowledges and agrees that as such, Licensee may only exhibit, display, publish, broadcast, transmit, communicate, or disseminate Licensed Content as specifically authorized in this Agreement. Licensee agrees that Licensee shall at no time cause or enable other persons including users, guests and members of its authorized web site to access, view, download, receive or otherwise use any portion of the Licensed Content, directly or indirectly, in places where Licensor has not authorized such access, viewing, downloading, receipt or other use.
3.3 Licensee acknowledges and agrees that Licensee is expressly prohibited from subleasing, reselling, re-licensing, sublicensing, renting or otherwise transferring or authorizing the use of the Licensed Content, or any part thereof, to or on any commercial web sites other than sites owned and operated by Licensee which advertise and promote CECASH.COM websites exclusively.
3.4 Licensee agrees not to sell, resell, rent, lease or otherwise make the Licensed Content available to other websites, companies or individuals, either electronically, or by means of diskette, cd-rom, videotape, DVD or any other type of removable or transportable medium.
3.5 Licensee acknowledges that the Licensed Content is licensed and not sold to Licensee. Accordingly, except for the limited rights granted to Licensee under and by the terms and conditions of this License Agreement, Licensee further acknowledges and agrees that all right, title and interest in and to the Licensed Content, including, without limitation, rights in any Derivative Works and all associated intellectual property rights, are and shall remain vested with Licensor. At no time shall the intellectual property or other property rights to the Licensed Content be considered as property of Licensee, and said Licensed Content shall be exempt from any assignment to creditors of Licensee, and exempt from any seizure or confiscation of property generated by bankruptcy or receivership proceedings against Licensee.
3.6
Licensee may request and pursuant to such request Licensor may provide documentation including Model ID's
and personal information with respect to photo and video works of models appearing in the Licensed Content.
Licensee acknowledges that Licensor is providing such IDs and information
pursuant to new regulations (28 CFR Part 75) concerning the record-keeping
requirements of 18 U.S.C. 2257. The IDs and information is not to
be used for any other purpose.
Licensee agrees to keep such information confidential and not to
disseminate the IDs or any information contained therein without the
prior written consent of Licensor unless disclosure is required by Court Order
or inspection by authorized governmental agency pursuant to 18 U.S.C. 2257.
Licensee agrees to indemnify and hold Licensor harmless as a result of any
claims, costs or damages resulting from the dissemination of any such IDs
or of any information contained therein without the prior written consent of
Licensee.
Licensee agrees to destroy all IDs and information if deemed unnecessary
concerning the record-keeping requirements of 18 U.S.C. 2257.
4. Term of the Agreement / Effective Date / Termination Provisions
4.1 The terms and conditions set forth below shall become effective upon the date that Licensee accesses any of the Leased Content, said date shall be deemed the "effective date" of this Agreement.
4.2 The term of this Agreement shall commence as of the effective date of this Agreement and shall continue at the exclusive option of Licensor .
4.3 Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either party, at any time, without or without cause, upon written notice by the terminating party to the other party.
4.4 Licensor may terminate this Agreement immediately at any time, at the sole and exclusive discretion of Licensor. Without limitation this Agreement may be terminated if Licensor in the exercise of its sole and absolute judgment concludes that any of the following acts have occurred:
i. Failure by Licensee to display Licensed Content in connection with web pages that advertise and promote CECASH.COM websites exclusively;
ii. Participation by Licensee in any illegal activity or promotion of
Licensee's website(s);
iii. Failure by Licensee to protect the Licensed Content from access by
minors or any other persons not
legally entitled to view the Licensed Content by means of an age-validation system;
iv. Posting by Licensee, or any person or entity under the control or direction of Licensee, of any images from the Licensed Content to newsgroups, any other unauthorized location;
v. Promotion of Licensed Content via SPAM including but not limited to unsolicited E-mail, Instant Messages, Chatrooms, Newsgroups, ICQ and IRC. .
vi. Failure by Licensee to comply with any Federal, State or local laws regarding the operation of adult orientated sites;
vii. Any act of Licensee or any person or entity under the control or direction of Licensee which brings the Licensed Content or the Licensee into disrepute; or
5. Licensor`s Representations and Warranties.
Licensor warrants and represents that it is either the owner or authorized licensee of the images contained in the Licensed Content and that Licensor is entitled and empowered to enter into this Agreement. Licensor further warrants that the models used in the Licensed Content have represented that they were over eighteen (18) years of age at the time of the creation of any of the photographic images in which they appear by giving proper proof of age and identification when the models signed their model releases.
5.1 EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE LICENSED CONTENT IS LICENSED "AS IS" AND ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE. LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANT QUALITY, CORRESPONDENCE TO DESCRIPTION, OR FITNESS FOR A PARTICULAR PURPOSE. SHOULD THE LICENSED CONTENT, OR ANY OTHER SERVICE PROVIDED BY LICENSEOR, PROVE DEFECTIVE AND/OR CAUSE ANY DAMAGE TO YOUR COMPUTER OR INCONVENIENCE TO YOU, YOU, AND NOT COMPANY, ASSUME THE ENTIRE COST AND ALL DAMAGES WHICH MAY RESULT DIRECTLY AND INDIRECTLY FROM ANY AND ALL SUCH DEFECTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.
5.2 Licensor makes no representations or warranties as to whether the Licensed Content would offend the community standards of localities in which Licensee may choose to use, publish or exhibit the Licensed Content. It is expressly acknowledged that it is Licensee's sole responsibility to determine community standards and whether those standards may be offended by Licensee`s dissemination of the Licensed Content in any given locality; and that the decision to disseminate or display the Licensed Content in any geographical locality is solely Licensee's.
5.3 In no event shall Licensor or any persons or entities associated therewith be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with this Agreement or the subject matters hereof (including, without limitation, damages for loss of business profits, business interruption or loss of business information) even if Licensor has been advised of the possibility of such damages. The provisions of this paragraph apply even though the loss or damage, irrespective of cause or origin, results directly or indirectly, from any act or omission of Licensor or from any performance or non‑performance of obligations imposed on Licensor by this Agreement. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so in those states the above limitation or exclusion may not apply.
5.4 In the event that Licensor, or any persons or entities associated therewith, shall be found liable to Licensee or any other party for any loss or damages resulting from any claims, demands, indemnifications or actions arising out of or relating to this Agreement or Licensee`s use of the Licensed Content, Licensee agrees that Licensor`s entire liability, and Licensee`s exclusive remedy, for any claim for damages against Licensor and all persons or entities directly or indirectly affiliated therewith arising out of this Agreement or the various subject matters hereof, whether grounded in contract or in tort, shall be limited to liquidated damages which shall not under any circumstances exceed a sum equal to one hundred dollars.
5.5 Licensor is not the primary producer of, and is not in possession of all necessary identification documents and records with respect to any third-party produced Work or image required for compliance with 18 USC § 2257 and 28 C.F.R. 75 et seq., Licensor represents that Licensor has obtained a declaration by the Primary Producer of all subject Works that all models depicted in the Works were at least eighteen (18) years of age at the time of the creation of the Works, and that the Primary Producer has obtained all identification information required under 18 USC § 2257 and 28 C.F.R. 75 et seq. In addition, Licensor shall provide the name and address of the custodian of the records that relate to such Works and images produced by third party Primary Producers as well as the location of such records.
5.6 The name and address of the individual custodian of such records is Norman Bentley, Custodian of Records, 23403 Lake Manor Dr, Chatsworth, CA 91311.
5.7 Licensor`s limited warranties set forth above are not assignable by Licensee in any way whatsoever.
6. Licensee`s Representations and Warranties
Licensee hereby makes and provides the following representations and warranties to Licensor with the understanding and acknowledgment that these representations and warranties, collectively and severally, are relied upon by Licensor and constitute a material inducement to Licensor to grant the license to Licensee as set forth in the Agreement:
6.1. That Licensee is over the age of 18 years of age and has the legal authority to enter into this Agreement.
6.2. That Licensee is solely responsible for the creation, design, maintenance, editing, supervision and operation of its Web site, including without limitation all decisions regarding: the persons who may enter and access the contents of Licensee`s Web site or become members of Licensee`s Web site; the Terms and Conditions of membership of Licensee`s Web site; the geographical locations where Licensee permits the downloading and accessing of the content of its Web site; the use of adult verification or screening mechanisms or procedures to attempt to limit the access or viewing of any material or content on Licensee`s Web site by minors. Licensee acknowledges that LICENSOR HAS NO CONTROL OVER LICENSEE`S WEB SITE, or any of the design, layout, content, subject matter, products, services or persons that appear in or on or that are linked to the Web Site, or the geographical areas into which the Web Site disseminates, broadcasts or otherwise distributes or permits the downloading or access of the content or services offered by Licensee`s Web site.
6.3. Licensee understands that all materials contained in the Licensed Content are intended for distribution exclusively to consenting adults in locations where the materials contained in the Licensed Content do not violate any community standards or any federal, state or local law or regulation of the United States or any other country, and that it is the sole responsibility of the Licensee to ensure that the Licensed Content is not made available to anyone in any jurisdiction that would result of any breach of any law or regulation of that jurisdiction. Consequently, Licensee warrants to Licensor that Licensee shall, on a continuing basis, take all necessary, reasonable, prudent and technically feasible precautions to distribute and disseminate the contents of Licensee's Web site, including the Licensed Content, only where the receipt and viewing of said content by consenting adults is lawful and within the contemporary community standards of the geographical area or community in which the contents of Licensee`s Web site is distributed or disseminated by any means, including without limitation the Internet.
You hereby acknowledge that you understand that the Licensor does not authorize the accessing, viewing, downloading, duplication, receiving, transmission, broadcasting or other use of the Licensed Content and/or to or by any person, INCLUDING YOU, who is located in any of the areas designated as PROHIBITED AREAS below.
All of the following areas constitute PROHIBITED AREAS from which no Licensed Content may be accessed, viewed, downloaded or otherwise received:
o All parts of the United States of America corresponding to the entire areas corresponding to United States Postal Service zip codes commencing with any of the following three digits: SEE LIST OF RESTRICTED ZIP CODES;
o AND All parts of the following countries: Afghanistan, Germany, Kuwait, Iran, Iraq, Japan, Jordan, Libya, Pakistan, The Republic of China, Singapore, Saudi Arabia, Syria, The United Arab Emirates;
o AND All parts of every other geophysical place corresponding to a political entity or part thereof in which the access, viewing, downloading, dissemination of, or other use of the materials contained in the Site would constitute a violation of any law, regulation rule or custom.
6.4. That Licensee shall not distribute disseminate or permit the accessing or viewing of the Licensed Content by any means, including without limitation the Internet, to persons under the age of 18 years of age. Specifically, Licensee represents and warrants that it shall not permit any person from accessing or viewing any of the Licensed Content prior to screening by an age verification mechanism (such as credit card verification, password protection, or any other adult screening procedure reasonably designed to bar access or viewing of adult content by persons under the age of 18).
7. Indemnification
Licensee shall fully indemnify Licensor and hold Licensor, its affiliates, officers, attorneys, agents, co-branders or other partners, and employees harmless from any liabilities, losses, damages, costs and expenses, including attorney`s fees, arising from any dispute, claim, action or proceeding based upon or in any way related to any breach or alleged breach of Licensee`s warranties, representations, promises, agreements or obligations set forth herein.
8. Limitation of Agreement / Relationship of the Parties
The relationship of Licensor and Licensee hereunder is limited to the respective rights and obligations of the parties as specifically provided herein. The parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party hereto, or shall be construed or interpreted to permit either party to undertake any agreement for the other, or to use the name or identifying mark of the other, all except as is specifically provided herein.
9. No Third Party Rights
This Agreement is not for the benefit of any third party, and shall not be deemed to grant any right or remedy to any third party whether or not referred to in this Agreement.
10. Governing Law/Arbitration/Jurisdiction and Venue
This Agreement shall be governed by and construed under the laws and judicial decisions of the State of California and the United States as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
10.1 You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some other jurisdiction, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the parties hereto shall be governed solely by the substantive statutory and common law of the state of CALIFORNIA.
10.2 Any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement, which are unable to be resolved informally, shall be determined by binding arbitration in LOS ANGELES COUNTY, CALIFORNIA, before a single retired judge affiliated with ADR Services or a similar organization (other than the American Arbitration Association), with the arbitration governed by the California Rules of Civil Procedure sections 2016 et seq., relating to discovery. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of CALIFORNIA and the United States. The prevailing party in the arbitration proceeding shall be entitled, in addition to any other remedies, to an award of reasonable attorneys' fees.
10.3 Notwithstanding the foregoing, if for any reason any matter or dispute arising under this Agreement is not resolved by binding Arbitration, or if any of the proceedings or decisions of the Arbitration must be enforced by a court of competent jurisdiction, Licensee agrees that in case of any litigation regarding this Agreement or the various subject matters hereof, that the venue for such litigation shall be, depending on by the subject matter of the dispute, either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles, or the United States District Court for the Central District of California, Western Division. Licensee hereby consents and stipulates to the jurisdiction of the Courts of the State of California and the United States District Court, Central District of California, Western Division.
11. Invalidity
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 any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included.
12. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.
13. Construction
For purposes of construction, this Agreement shall be deemed to have been drafted by both Licensor and Licensee.
14. Waivers
A waiver by either party of any term or condition of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for any similar instance in the future of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.
15. Compliance with Law
Each party hereto shall comply with all applicable laws, rules, ordinances and regulations of any federal, state or other governmental authority.
16. Force Majeure
Neither party will be deemed in default of this Agreement to the extent that performance of its obligations, or attempts to cure any breach, are delayed or prevented by reason of circumstance beyond its reasonable control, including without limitation fire, natural disaster, earthquake, accident or other acts of God ("Force Majeure"), provided that the party seeking to delay its performance gives the other written notice of any such Force Majeure within 15 days after the discovery of the Force Majeure, and further provided that such party uses its good faith efforts to cure the Force Majeure. If there is a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure. The provisions of this paragraph will not be applicable to any payment obligations of either party.
17. Notices
Any notice to be given under this Agreement shall be in writing and shall be
deemed duly given if left at or sent by electronic mail or fax or registered
or recorded delivery post to the address set out in the head of this Agreement
or to such other address of which notice in accordance with and expressly
referring to this Clause is given. Any such notice shall be deemed to be served
at any time when the same is left at the office of the party to be served or
when the same would have reached the addressee in the normal course or if
served by post on the fifth business day following the day of posting.
18. Headings
The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms or conditions of this Agreement.
19. Counterparts
This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement.
20. Entire Agreement
This Agreement contains the entire agreement between Licensor and Licensee. This Agreement supersedes all prior written and oral understandings, writings, and representations between the parties and may only be amended upon written agreement of both parties hereto.
21. BY CLICKING ON THE "I ACCEPT" BUTTON below, and/or by using any part of the Licensed Content, you are acknowledging that you agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.