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LICENSE

CONTENT LICENSING AGREEMENT __
 
This Content Licensing Agreement (hereinafter the “Agreement”) is made and entered into on this 13th day of November 2018 by and between AFSC LLC (hereinafter “Licensor”). and___________________________________________ hereinafter “Licensee”).
 
WHEREAS, Licensor is in the business licensing Works as defined in paragraph 1.2
below.
 
WHEREAS, Licensee wishes to license Works from Licensor.
 
NOW THEREFORE, in consideration of the mutual covenants 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 and communication of digital data or files of any kind, including but not limited to text, graphics, images, sound and video, using at any point in the transmission, broadcast, publication or other communication of digital data or files, a wide area computer network or any other means of digital transmission of data now known or hereafter developed or devised, 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“Works” shall mean each and every photographic, audiovisual, video, audio, musical, text, and any other work identified by title or otherwise in Invoice No __.

Said Works shall severally and collectively constitute the Licensed Content which is the subject matter of this License Agreement. The terms “Works” and “Licensed Content” may be used hereafter interchangeably in this License Agreement.
 
2. Grant of License
 
Subject to the terms and conditions herein, Licensor hereby grants to Licensee for the term of this Agreement:
 
2.1The right to display, publish, perform, broadcast, transmit, communicate, exhibit and otherwise disseminate and distribute the Works anywhere and everywhere in the world, by Digital Internet Media on up to twenty (20) websites and on any mobile devices or mobile platforms.
 
2.2Content may be used on tube sites, Licensee may only post clips from full videos not to be more than six (6) minutes long and to be displayed in the tube sites FREE area used to promote Licensee’s own websites, Licensee must also disclose each tube site as well as the usernames content will be uploaded under on each tube site, this information must be provided in Addendum B.

 
2.3The right to make digital copies of Works for the purpose effectuating Licensee’s rights granted herein;
 
2.4This license, and the content that makes up the license listed in Addendum B, is not transferable without written consent of the Licensor
 
2.5Licensee may use content for promotional use on Tube sites, however Licensee may not use content to participate in or upload to Premium sections of any tube sites that are Pay Per View, Pay Per Scene, Pay Per Minute or Revshare. Content may not be “resold” to tube sites or tube site customers in any manner, if Licensee is found to violate this section, this License shall be terminated, Licensee agrees to have forfeited any form of refund and Licensee is subject to having to pay Licensor monetary compensation of up to $2500 per scene per violation per site.
 
3. Term of the Agreement, Effective Date
 
3.1The terms and conditions set forth in this Agreement shall become effective upon the date that this Agreement is executed by both parties hereto, said date of execution shall be deemed the “effective date” of this Agreement.
 
3.2The term of this Agreement shall be five (5) years commencing from the effective date of this Agreement unless this Agreement is modified or extended in writing by mutual agreement of the parties hereto.
 
4. Licensing Fees
 
In exchange for all the rights granted herein to Licensee by Licensor, and all the warranties, promises, duties and obligations promised herein to Licensee by Licensor, Licensee agrees to pay Licensor the agreed upon fee of USD $__ for Invoice AFSC __
 
5. Termination
 
5.1Termination by Mutual Consent. This Agreement shall terminate, at any time, upon the mutual written agreement of the parties.
 
5.2Termination for Material Breach. If either party breaches or defaults in the performance or observation of any of the material provisions of this Agreement, and such breach or default is not cured within ten (10) days following written notice being given to such breaching party of the claimed breach or default, the non-breaching party shall have the right to terminate this Agreement without further notice.
 
5.3At the termination of this Agreement all rights granted to Licensee regarding Works under this Agreement shall terminate. Licensee shall at no time have any duty or obligation to enforce Licensor’s rights in Works against any third party, nor shall Licensee be liable for damages of any kind regarding any actions by any third party after the termination of this Agreement.
 
5.4The following provisions shall survive the termination of this Agreement for any reason: 1, 6, and 8-22, inclusive.

 
5.5If any information provided by Licensee is false, the Licensor may terminate this agreement at any time and the Licensee will be liable for monetary damages.
 
5.6If the Licensee utilizes tube sites to upload content to, and does not disclose all tube sites and usernames, the Licensor may terminate the agreement and Licensee will be liable for monetary damages.
 
6. Licensor’s Representations and Warranties.
 
Licensor, as a material inducement to Licensee entering into this Agreement, hereby represents and warrants that:
 
6.1Licensor is either (i) the sole owner of all rights in and to each and all of the Works free and clear of any liens or encumbrances and that all of the Works are original to Licensor or (ii) that Licensor is the licensee or a licensee of the rights to use the Works and to grant all the rights in and to the Works to Licensee and to others as set forth in this Agreement for the purposes and uses set forth and otherwise reasonably contemplated by this Agreement;
 
6.2Licensor has the full and exclusive power and authority to grant all the rights set forth herein to Licensee;
 
6.3None of the Works and no use of any or all Works by Licensee as authorized and/or contemplated by this Agreement shall infringe any rights of any person(s) or entity or entities, including, without limitation, any intellectual property right, including, without limitation, any copyright, trademark right, service mark right, right of publicity, right of privacy, trade secret right, or any other proprietary or personal right of any person(s), entity or entities;
 
6.4Licensor did not copy or plagiarize any work of any person(s), entity or entities in preparing any of the Works;
 
6.5All persons appearing or otherwise depicted in Works were at least eighteen (18) years of age (or twenty-one (21) years where the age of majority is not eighteen (18) years) at the time the original work in which said persons appear was first created, or at the time such persons initially performed any act which resulted in their appearance in any of the Works, whichever is earlier;
 
6.6That none of the Works include any images of bestiality, fisting, urination, defecation, torture, child pornography, mutilation, rape, or any depiction that would lead a reasonable person to conclude that the performer depicted in the Works is a minor;
 
6.7That none of the Works contain any matter that, if published or publicly displayed or disseminated would be fraudulent, harassing, libelous, defamatory, hateful, obscene or otherwise contrary to law;
 
6.8That the Works do not contain any material from other copyrighted or unpublished works unless Licensor has obtained and provided to Licensee a copy of written permission and consent of the owner of the rights in such materials;
 
6.9That Licensor has not granted or assigned any rights pertaining to the Works, nor has Licensor in any manner pledged or encumbered the Works, nor granted any licenses, nor made any commitments with respect thereto which might diminish the grant of rights made herein to Licensee;
6.10Licensor has made reasonable inquiry and is in possession of all necessary records
required for compliance with 18 U.S.C. § 2257 with respect to all the Works, including
but not limited to, proofs of age, identification of the work, all names used by the performer, prior works in which the performer appeared and model releases allowing the use of the Works for the purposes contemplated by this Agreement.
 
6.11That the name of the individual custodian of such records on behalf of Licensor and the address location of such records is:
 
Custodian of Records Information:
AFSC
 
6.12In the event 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. In the event that Licensor does not have such records and has not confirmed that the custodian identified by Licensor to Licensee has such records, Licensor shall not provide such Work or images to Licensee.
 
7. Materials to be Provided to Licensee by Licensor
 
7.1Licensor shall provide together with each Title or Work the records required for compliance with 18 U.S.C. § 2257 and its regulations. In addition to the records to be provided for compliance with 18 U.S.C. § 2257, Licensor shall provide the following materials to Licensee within five (5) days of the execution of this Agreement, with respect to each of the Works or images, if requested by Licensee: (a) Clean, clear copies or digital versions of each of the Works; and (b) Copies of all releases, for every person appearing in the Works, duly signed by same, along with valid proof of the age of each such person.
 
7.2In the event any Work shall be delivered to Licensee without providing the items required by subparagraphs 7.1 (a) & (b) above, Licensee may, at its election, not make use of the Work and shall be entitled to a refund of any license fee paid for that Title or Work in addition to any other remedy under this Agreement.
 
8. Indemnification.
 
8.1Licensor shall fully indemnify Licensee and hold Licensee 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 and all breaches or alleged breaches of  Licensor’s warranties, representations, promises, agreements and obligations set forth herein.

 
8.2Licensor shall fully indemnify Licensee and hold Licensee 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 the nature or acceptability of the content contained within this agreement

8.3Licensee shall fully indemnify Licensor and hold Licensor harmless from any and all 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' warranties, representations, promises, agreements or obligations set forth herein.
 
9. Confidentiality.
 
Neither party hereto nor their employees may use or reveal any confidential information shared between the parties. Confidential information includes business information, strategies, contacts and all other information which, under the circumstances pertaining thereto, would be reasonably deemed to be of a confidential and/or proprietary nature
 
10. 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.
 
11. Successors and Assigns
 
This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and legal representatives of Licensor and Licensee.  Licensor may assign its rights or obligations hereunder without the prior written consent of Licensee. Licensee may not transfer this Agreement to another party without prior written consent from Licensor.
 
12. Notices
 
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given (i) if delivered personally, or (ii) three (3) days after mailed by certified or registered mail, postage prepaid, return receipt requested, or (iii) upon transmission, if sent by prepaid telegram, telex or telecopy (fax) and a receipt of transmission is obtained, in each case addressed to the party to receive notice, at the address or fax number as follows:
 
For Licensor:
AFSC
 
13. 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, discussions, communications, understandings, promises 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; and Licensor acknowledges and agrees that Licensor has not executed this Agreement in reliance upon any such representation or promise. The parties hereto acknowledge and agree that the failure of a party 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.
 
14. 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.
 
14.1Subject to the provisions of paragraph 14.2 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 JAMS 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. Service of process with respect to any proceeding to confirm the final arbitration award as a judgment may be made upon the party or counsel that represented the party in the arbitration. 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 not be entitled to any award of attorneys' fees.
 
14.2Notwithstanding the foregoing, Licensor shall have the right, in Licensor’s absolute discretion, to initiate and file any claims or disputes regarding copyright or trademark infringement against any third party in a court of competent jurisdiction without the requirement of first submitting such claims or disputes to binding arbitration.
 
14.3If 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, the parties agree 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. The parties hereby consent and stipulate to the jurisdiction of the
Courts of the State of California and the United States District Court, Central District of California, Western Division. Additionally, the parties further agree that service of process in any such
proceeding may be achieved by any means allowed under California or federal law. The parties hereto hereby waive and agree not to assert (by way of motion, as a defense or otherwise) that any such proceeding is brought in an inconvenient forum or that the venue thereof is improper.
 
15. Severability/ Invalidity
 
In the event of invalidity of any provision(s) of this Agreement, such invalidity shall not affect the validity of the remaining provisions of this Agreement. However, and notwithstanding the generality of the foregoing, if any such provision(s) of this Agreement might otherwise be held by a court of competent jurisdiction to be lawfully valid, enforceable, or legal then that provision shall first be construed, if possible, in a manner that keeps it from being contrary to law, invalid, unenforceable, or illegal while reflecting those intentions of the parties (“Saving Interpretation”). If such Saving Interpretation is not reasonable under the circumstances then such provision(s) shall be
deleted without effect to the remaining provisions.
 
16. Construction
 
For purposes of construction, this Agreement shall be deemed to have been drafted by both Licensor and Licensee.
 
17. Waivers
 
No waiver by either party of the breach of any covenant, condition or term of this Agreement shall be construed as a waiver of any preceding or succeeding breach nor shall the acceptance of any fee or other payment during any period in which either party is in default be deemed to be a waiver of such default. 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. All waivers must be in writing and signed by the waiving party.
 
18. Compliance with Law
 
Each party hereto shall comply with all applicable laws, rules, ordinances and regulations of any federal, state or other governmental authority.
 
19. Headings
 
The headings in this Agreement are for convenience only and do not in any way limit or expand the terms or conditions of this Agreement.
 
20. Counterparts
 
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Additionally, this Agreement may be executed by faxed signatures, the delivery of which shall be binding and effective for all purposes.

 
21. Authority
 
By executing this Agreement in the space provided below, the person signing this Agreement represents and warrants that the governing body or person(s) (i) has authorized the signatory to enter into this Agreement and to assume the duties and obligations set forth herein, and (ii) has authorized the signatory hereof to execute and deliver this Agreement and to thereby bind the party to the terms and conditions hereof.
 
22. Effectiveness of this Agreement
 
This Agreement shall not be effective until it has been signed by Licensee. Until then, Licensor's execution and delivery of this Agreement shall only constitute an offer, contingent on approval by Licensee.
 
IN WITNESS WHEREOF, this Agreement has been executed and delivered in Studio City, California as of the date first above written.

 
LICENSOR                                                                LICENSEE
Represented By:                                                           Represented By:
 
______________________                                       ______________________
                                       
AFSC, LLC                                                                                                                                        


 
Addendum A

Websites, Tube Sites Content Uploaded To Under License __
(If Uploading to Tube Site, you must disclose all Usernames to Each Site Used, failure to do so will result in DMCA and termination of license)
 
 
 

 
Addendum B

Content Covered Under License __