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License agreement

END USER LICENSE AGREEMENT (EULA)

Licensor: Cybersales Holding B.V / www.adultcontent.nl

This agreement is a legal and binding agreement (hereafter referred to as “agreement”) by and between, Cybersales Holding BV, Maaskade 1, 5347 KD OSS, The Netherlands, Company registration No.: 09114638, VAT registration No.: NL809495211B01. Represented by Jaques Pijman (hereafter referred to as “Licensor” or "CYBER") and CUSTOMERNAME (hereby referred to as “You” or “Licensee”).

By downloading or using the content that you leased when this agreement was issued, you agree to be bound by the terms of this non-exclusive agreement.

1. Grant of Non-Exclusive License

1.1 Licensee is granted permission to display the content as per the distribution rights issue herin described on "Amendment B".

1.2 Licensee is granted permission to use the content covered under this agreement for web site design purposes and creation of banner advertising as well as for stream and/or download by licensee’s web site visitors. (Watermarked) Trailers are allowed up to 5 minutes and may be used on 3rd party sites (tgp's, mgp's, tubes) to generate traffic to the sites/URL's owned by Licensee. Scenes and/or dvd's may be cut in to shorter clips. An overlay of Licensee's URL and/or watermark is allowed on the videos/photos/content. License may not use the BRAND name(s) of studios/producers in a way other than just the packshot or content listing.

1.3 Unless specifically authorized by this agreement as per "Amendment B", this License does NOT grant permission for licensee to use any Cybersales Holding BV content for any purpose other than the World Wide Web. This license does not grant permission to use the content for print purposes or any other media other than display on the Internet.

1.4 Unless specifically authorized by this agreement as per "Amendment B", this content may NOT be used for mobile, for Free Hosted Galleries (FHG), as free affiliate content or as full free scenes on tube sites.

2. Copyright - Licensor retains ownership of all content and maintains copyright of all content. This license does not transfer ownership but it allows licensee to use images during the life of this agreement. The price of the content is for licensing only, not for purchase. The ownership of the content shall remain to the licensor indefinitely.

3. License is Non-Transferable – The license granted herein to Licensee is not transferable to other parties without the written permission of Licensor. This Agreement is not transferable without the express written permission of CYBER. If the licensee uses the content on domain(s) and decides to sell the domain(s), the license of the content is NOT automatically transferred. A written permission of CYBER is needed in this case and can only be given with the sold domain(s) respecting the use of the content according to the existing terms of what is allowed in the agreement. The 3rd party buying the domain(s) will NOT automatically acquire the license of the content for any of theirs OTHER domain(s) then the one(s) bought from the original Licensee.

4. Agreement Not To Reproduce – Licensee agrees not to reproduce this content except as provided in this agreement.

5. Restrictions – Licensee may not rent, sell, lease, sublease, lend, sub-license, trade, give-away, transfer or create derivative works based upon our content in whole or in part without the written permission of Licensor.

5.1 Licensee acknowledges that he/she is solely responsible for where the content is viewed or downloaded and agrees to maintain this agreement. Licensee understands that this agreement does not include the right to broadcast, transmit, distribute, disseminate or permit the content to be viewed or downloaded by minors or adults residing in jurisdictions where the content may violate the community standards of the residence. Licensee shall take all reasonable measures to restrict viewing or downloading to only those persons who are legally able to view such material.

5.2 Licensee acknowledges that he or she is over the legal age of 18 years and all persons who shall come into contact with this content is also over the age of 18. Licensee further acknowledges that this content is legal to view or download in licensee’s residence and that the licensee and all persons who shall view or work with this content are also of legal age.

6. Breach of agreement:

If the licensee breaches any material provision of this agreement, licensor may terminate and revoke this agreement and all rights granted under this agreement upon written notice to licensee. The effective date of the termination and revocation shall be 5 days after written notice of the breach Licensee agrees to correct such breach within 30 days of written notice. Upon termination of this agreement, licensee shall immediately cease using any content and shall remove all design elements, images, and banner/graphic designs immediately from the World Wide Web or other media as stated in "Amendment B".

7. Warranties and Representations by Licensor

7.1a Licensor warrants that all models appearing in the content were eighteen years of age or older at the time the photographs or videos were made and that the licensor has contracts with the content providers/photographers/cameramen/distributors that they have these ID records and model releases in their offices. These documents can and will not be made publicly by us to protect the models identity, address and real name as is the law in some countries where the productions were shot and by our choice too. In the event any authorities have reason to believe a model is below 18 years, we then will request the ID & model releases from the producers against a to be arranged hourly fee for all the paperwork and man hours. This we can solely in the case you can show us a written request from the government.

7.1b In some cases (upon request only) we warrant that all models appearing in the content were eighteen years of age or older at the time the photographs or videos were made and that the licensor has complied with all record keeping requirements in accordance with NEW 18 USC 2257 as of June 23rd 2005. Please note that this not goes for ALL content. We have to manually check each video / title first before you buy it.

7.2 Licensor warrants that it owns the copyright of the content or possesses the intellectual property rights to permit the licensor to grant the licensee the rights within contained this agreement.

7.3 Licensee acknowledges and agrees that except for the specific warranties and representations set forth in paragraphs 7.1 and 7.2 of this agreement, licensor makes no other warranties, guarantees, or representations. Licensee understands that he/she is using the content at the licensee’s own risk. Licensor disclaims all other warranties, either written or implied including, but not limited to, marketability and fitness for any specific purpose with regards to the usage of the content and the web site or text that may accompany it. There is no joint venture or relationship of any kind between the licensee and licensor.

8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES

To the maximum extent permitted by law, in no event shall either party herin be liable for any damages whatsoever (including, without limitation, damages for loss of business, profit loss, business interruption, loss of business information, or any other incidental or consequential damages or any other pecuniary loss) arising out of the use or inability to use the content, even if the parties have been advised of the possibility of such damages. In any case, either party's entire liability under any provision of this agreement shall be limited to the greater amount actually paid by what is paid for the content. Since some states or jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply.

9. Licensee’s sole remedy

Licensor’s entire liability and the licensee’s exclusive, sole remedy shall be a partial refund of the licensing fee(s) paid to licensor.

10. Governing Law

Licensor and Licensee mutually agree that the laws of The Netherlands shall govern this agreement and all legal rights, obligations, and duties arising by virtue of this agreement. In case of any litigation regarding this agreement, licensee agrees that the venue for such litigation shall be, depending on the subject matter of the dispute, either the courts of The Netherlands.

11. Domain(s), IP No's and/or Network(s) where the content will be used (max. 5 unless otherwise specifically agreed in "Amendment B"):

URL: ______________________________________

(More URL’s could be possible, but there will be an additional fee charged that could vary per studio/producer. See our website for details if such is the case and/or it is possible)

12. Sets/Films/titles Covered:

Sets/Films: _______________________________________________________________

Acceptance of Agreement:

Family Name: _____________________________

Function: _____________________________

Company name: _____________________________

Address: _____________________________

Zip (Postal) code: _____________________________

City: _____________________________

Country: _____________________________

Vat number: _____________________________ (if applicable)

Phone number: _____________________________

Fax number: _____________________________

E-mail: _____________________________

_______________________________________________ Date: _____________________________

This agreement is only valid when we have received ALL payments and/or installments and this agreement has been signed and returned to us by: Adobe EchoSign© (the PDF service we use for signing this agreement).

Amendment "B"
(Any Extra usage permissions, media, terms, lengths, territories and/or any restrictions for the content):

Media format                 Description (select one or more options OR choose “ALL MEDIA”)
[ ]                   ALL MEDIA formats (like but not limited to the listing of media as seen below here)
or choose the following:
[X]                                  Internet Streaming and/or downloading (Pay site or member area). See also “Extra usage”.

[ ]                                  Mobile (thru IP)
[ ]                                Mobile (in App)
[ ]                                  IPTV (thru web only)
[ ]                                  IPTV (thru set-top box)
[ ]                            Hotel TV
[ ]                                  VOD (Paid VOD thru internet website, Thru BD-live channels and/or PS3 machines)

[ ]                                  DVD, VHS & CD-ROM distribution (Rental & Sell-Thru or Commercial)
[ ]                                  Print distribution rights (in magazines only)
[ ]                                  Print distribution rights (printed on physical products)

[ ] Print rights (televised)

[ ]                                  Print rights (video event)
[ ]                                  Screensavers, slideshows, presentations
[ ]                                  Games (in game itself)
[ ]                                  USB stick distribution

[ ] E-book distribution (PDF, MOBI & EPUB)

[ ]                   ALL TV formats (like but not limited to the listing of TV as seen below here)
[ ]                                   Direct Satellite to the viewer
[ ]                                   Closed circuit
[ ]                                   Cable TV (free/basic)
[ ]                                   Cable TV (paid)
[ ]                                   Ancillary: Airline, Ship, Oilrigs, Hotel/Motel Pay per view.
[ ]                                   Free TV: FTV Terrestrial, FTV Cable, FTV Satellite
[ ]                                   PPV: PPV residential, PPV commercial, Near Demand View, Demand View
[ ]                            PAY TV (pay Terrestrial)
[ ]                                  PAY TV (satellite)
[ ]                                  Free Terrestrial Broadcast Television

Exclusivity       Description (please choose only ONE option)
[X]                                 Non-Exclusive
[ ]                                  Semi-Exclusive
[ ]                                  Exclusive (see Territory if applicable)

Extra usage     Description (select one or more options, or leave empty when you choose NOT to want this)
[ ]                    Free hosted galleries allowed (for Internet Licenses or Mobile only)
[ ]                    Free webmaster content allowed (for Internet Licenses or Mobile only)
[ ]                    Full length scene use on Free tube site allowed (for Internet or Mobile only)

[ ] Embedding allowed for tubes (if free-site/tube usage is chosen above)

[ ]                                  B2B Feeds to 3^rd parties, charged per Gb and/or per Minute (Internet only)

Domain Restriction Description (select one or more options)
[X]                1 domain owned by Licensee (for Internet Non-Exclusive Licenses only)
[ ]                                   5 domains owned by Licensee (for Internet Non-Exclusive Licenses only)

[ ] 10 domains owned by Licensee (for Internet Non-Exclusive Licenses only)

[ ] UNLIMITED domains owned by Licensee (for Internet Non-Exclusive Licenses only)

(in case of a CDN, a Licensee must name the CDN and/or it’s IP addresses.

Length License to buyer Description (select one or more options)

[ ] 3 years to Licensee

[X] 5 years to Licensee

[ ] 7 years to Licensee
[ ] 10 years to Licensee

[ ] 25 years to Licensee

[ ] 50 years to Licensee

[ ]                                   Perpetual to Licensee (unlimited in time)
(some Media formats may have different requirements in length and/or it’s limitations)

Territories                       Description (please choose only ONE option)
[X]                                Worldwide (Internet Non-exclusive and Mobile are always Worldwide)
[ ]                                   Other or Restricted (please specify clearly, if needed per Media
                                        format):_________________________________________________

Terms            Description (select one or more options)
[X]                                   Flat fee sale for one time fee for a period of time (see "Length of License")

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