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LICENSE

(Licensee)

This License Agreement is a legal agreement (hereafter referred to as the "AGREEMENT") between ADULT FILM STAR CONTENT. (hereafter referred to as "LICENSOR") and __________________________, (hereafter interchangeably referred to as "You" or "LICENSEE) for the use of CONTENT identified (sets/dvds sold:)(hereafter referred to as the "PHOTO AND VIDEO CONTENT"). The PHOTO AND VIDEO CONTENT is licensed, pursuant to the terms of this License Agreement, not sold. Please read this License Agreement carefully before opening the sealed package. If you do not agree with the terms and conditions of this License Agreement, promptly return the package unopened to the place you obtained it and your purchase price will be refunded. By opening the sealed package and installing, copying, or otherwise using the PHOTO AND VIDEO CONTENT, you, as Licensee, agree to be bound by all the terms and conditions of this AGREEMENT.

1. GRANT OF NON-EXCLUSIVE LICENSE.

1.1 Notwithstanding any provision to the contrary in this Licensing Agreement, LICENSEE shall have the right to use the CONTENT on LlCENSEE's computer network and to incorporate and publish the contents of the CONTENT over the Internet in connection with Licensee's web site for a period of four (4) years.

1.2 In the event that LICENSEE shall own or operate multiple web sites, then LICENSEE shall have the right to use this PHOTO AND VIDEO CONTENT in connection with domain names listed in paragraph 12, that are owned or operated by LICENSEE ("hereafter AUTHORIZED WEB SITES), including the right to use said PHOTO AND VIDEO CONTENT in connection with the creation of banner ads to be used by LICENSEE or LICENSEE's web master affiliates for the purpose of advertising or promoting LlCENSEE's AUTHORIZED WEB SITES. A separate License shall be required for the use of the PHOTO AND VIDEO CONTENT by LICENSEE in connection with any additional web sites owned or operated by LICENSEE. This license also permits the LICENSEE to use all content on TUBE SITES and for the purposes of marketing (TGP, FHG, etc)

1.3 LICENSEE shall have the right to make one copy of the PHOTO AND VIDEO CONTENT solely for backup or archival purposes. Any copy of this PHOTO AND VIDEO CONTENT which you make is subject to this License.

1.4 Transfer the PHOTO AND VIDEO CONTENT to a single hard drive, provided you keep the original solely for backup or archival purposes.

1.5 The grant of this license is strictly conditioned upon LICENSEE paying the LICENSE FEE of (Price): $_________ for AFSC Invoice      .

1.6 COPYRIGHT. All title and copyright in and to the PHOTO AND VIDEO CONTENT is owned by LICENSOR and is protected by United States copyright laws and international treaty provisions. United States copyright laws prohibit you from making any other copy of the CONTENT for any reason without Licensor's permission. These federal copyright laws also prohibit you from copying any written materials accompanying the CONTENT without first obtaining Licensor's permission.
 
2. LICENSE IS NON-TRANSFERABLE.The License granted herein to LICENSEE is a non-transferable license expressly conditioned upon LICENSEE'S acknowledgment and acceptance of and agreement to all the caveats, conditions and disclaimers contained herein.

3. AGREEMENT NOT TO REPRODUCE.LICENSEE agrees not to reproduce the PHOTO AND VIDEO CONTENT except as expressly provided herewith and to prevent others from doing so unless otherwise expressly authorized in writing by LICENSOR. LICENSEE agrees that such acknowledgment, acceptance and agreement was made at the time LICENSEE opened the packet containing the PHOTO AND VIDEO CONTENT and the accompanying materials.

4. OTHER RESTRICTIONS.The grant of rights under this AGREEMENT is limited by the following restrictions and the following warranties made by LICENSEE to LICENSOR and that a breach of any of these restrictions or of LICENSEE's warranties shall constitute a material breach under this Agreement:

4.1 LICENSEE may not rent, lease, sublicense, give away, lend, transfer or distribute the PHOTO AND VIDEO CONTENT, or create derivative works based upon the PHOTO AND VIDEO CONTENT in whole or part or in anyway transmit the PHOTO AND VIDEO CONTENT to any third party without the express prior written consent of Licensor and the payment of a Licensing fee to Licensor for each said transfer or dissemination. LICENSOR may in its absolute discretion refuse to permit any transfer or distribution of the PHOTO AND VIDEO CONTENT to third parties.

4.2 LICENSEE acknowledges that LICENSEE is solely responsible for all decisions as to locations where LICENSEE permits or allows the PHOTO AND VIDEO CONTENT to be viewed or downloaded. Notwithstanding the foregoing, the limited, non-exclusive license granted by LICENSOR herein does not include the right to transmit, broadcast, distribute, disseminate or permit the PHOTO AND VIDEO CONTENT to be viewed or downloaded by minors or by adult residing in jurisdictions where the PHOTO AND VIDEO CONTENT may violate contemporary community standards.

4.3 LICENSEE shall not provide banner ads that incorporate any part of the PHOTO AND VIDEO CONTENT to any webmaster, or any other person, who is under the age of eighteen (18).

4.4 LICENSEE shall not incorporate or use any of the PHOTO AND VIDEO CONTENT in any spam email, or any other unsolicited advertising materials, furthermore, LICENSEE shall not distribute any spam email or any other unsolicited advertising materials to any person, anywhere, which incorporates or uses any of the PHOTO AND VIDEO CONTENT.

4.5 LICENSEE warrants that at the time of the purchase and receipt of the PHOTO AND VIDEO CONTENT LICENSEE was over the age of eighteen (18) years of age; LICENSEE further warrants that LICENSEE has acquired this PHOTO AND VIDEO CONTENT in a jurisdiction where the possession, use or distribution of the PHOTO AND VIDEO CONTENT does not violate contemporary community standards; and LICENSEE further warrants that LICENSEE only intends to use the PHOTO AND VIDEO CONTENT in a jurisdiction where the possession, use or distribution of the PHOTO AND VIDEO CONTENT does not violate contemporary community standards

5. BREACHES BY LICENSEE/TERMINATION OF AGREEMENT

5.1 If 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 five (5) days after written notice of the breach unless the breach is cured to the satisfaction of LICENSOR, in LlCENSOR's absolute discretion and judgment, within that five (5) day period of time.

5.2 Upon termination of the Agreement by LICENSOR because of a material breach by LICENSEE, LICENSEE shall immediately cease using any of the PHOTO AND VIDEO CONTENT and shall recall all banner ads, whether on web sites owned or controlled by LICENSEE, or from third party web sites which have been supplied banner ads, either directly or indirectly, by LICENSEE; furthermore, LICENSEE shall cease using the PHOTO AND VIDEO CONTENT on any printed promotional or advertising materials and shall recall and destroy all printed promotional or advertising material which incorporates or uses any of the PHOTO AND VIDEO CONTENT.

6. WARRANTIES AND REPRESENTATIONS BY LICENSOR.

6.1 LICENSOR represents and warrants that all models appearing in the PHOTO AND VIDEO CONTENT were eighteen years of age or older at the time the photographs were taken and that LICENSOR has complied with the record keeping requirements of 18 USC 2257.

6.2 LICENSOR warrants that it either owns the copyright in the PHOTO AND VIDEO CONTENT or possesses the necessary authorization or intellectual property rights to permit LICENSOR to grant the rights granted in this licensing Agreement.

6.3 LICENSEE acknowledges and agrees that except for the specific warranties and representations set forth in paragraphs 6.1 and 6.2 of this Agreement, LICENSOR makes no other representations, guaranties or warranties of any kind with respect to PHOTO AND VIDEO CONTENT and all use of data therein is solely at the LICENSEE'S risk. LICENSOR disclaims all other warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the PHOTO AND VIDEO CONTENT and the accompanying written materials. No joint venture or relationship of any kind between the PARTIES exists or is intended by the PARTIES.

7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE PHOTO AND VIDEO CONTENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THlS LICENSE AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSOR FOR THE PHOTO AND VIDEO CONTENT OR U.S. S5.00. BECAUSE SOME STATES AND JURISDICTlONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. LICENSEE'S SOLE REMEDY.LICENSOR's entire liability and LICENSEE's exclusive remedy shall be a refund of the licensing fee(s) paid to LICENSOR.

9. WAIVER OF CONFLICT.LICENSEE hereby acknowledges and agrees that the terms of this LICENSE AGREEMENT are reasonable and fair, all terms have been fully disclosed in writing, LICENSEE has been given a reasonable chance to seek advice of independent counsel with respect to this AGREEMENT and all transactions associated therewith prior to LICENSEE'S opening of the sealed package, and installing, copying, or otherwise using the PHOTO AND VIDEO CONTENT, and that LICENSEE'S acts of opening of the sealed package, and installing, copying, or otherwise using the PHOTO AND VIDEO CONTENT hereby constitutes acceptance of and agreement to all of the terms and conditions of this AGREEMENT.

10. INTEGRATION: AMENDMENT; NONWAIVER.This Agreement constitutes the entire agreement of LICENSOR and LICENSEE with respect to the subject matter hereof, and supersedes and cancels all other prior Agreements, discussion, or representations, whether written or oral. No modification of this Agreement shall be enforceable unless reduced to writing and signed by duly authorized representatives of LICENSOR and LICENSEE. No officer, employee or representative of LICENSOR or LICENSEE has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement. LICENSEE acknowledges and agrees that the failure of LICENSOR to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.

11. GOVERNING LAW: JURISDICTION.LICENSOR AND LICENSEE agree that this Agreement and all legal rights, obligations and duties arising by virtue of this AGREEMENT shall be governed by and construed according to the laws and judicial decisions of the State of California and the United States when applicable. 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 state courts of California or the Federal District Court in California.
 
12. AUTHORIZED WEB SITES.LICENSEE shall have to right to display the CONTENT PACKAGE on the following url's:
 
(insert all domain names here)
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ON BEHALF OF LICENSEE:
 
Company Name:        

Responsible Party for Company:
 
Address:             
           
 
Phone:           

Fax:               

Email:             
 
Signature:                  
 
Date:             
 
 
Please return original copy to  ADULT FILM STAR CONTENT. This license will not becomg active or legal until returned and accepted by ADULT FILM STAR CONTENT.