Terms
of Service
1. Web Wizard, Inc. is the
owner and operator of one or more adult-content Internet websites
(herein, the "Sites") and all of the rights attendant thereto,
including but not limited to the copyrights, rights of publicity,
trademarks and other intellectual property rights attendant to the
content now or hereafter included in the Sites.
2. Licensee
either owns and/or operates one or more restricted-access Internet
websites which includes adult-oriented content.
3. Web Wizard, Inc. desires to grant unto Licensee a license to use some
of the content contained on the Sites, and Licensee desires to
license certain content from Web Wizard, Inc., subject to
the terms, conditions, limitations and restrictions herein
contained.
NOW, THEREFORE, in consideration of the foregoing
premises, and of the mutual representations, warranties and promises
herein contained, the parties hereto stipulate and agree as follows:
1.
Agreement to License Software. Web Wizard, Inc. hereby
agrees to license to Licensee, and Licensee hereby agrees to accept
from Web Wizard, Inc., a license to the Software, which
includes all the terms, conditions and limitations contained herein.
1.1 License to Receive
Non-Downloadable Videos. Any and all videos transmitted by Web Wizard, Inc. to Licensee may not be stored, copied,
duplicated, modified or reused in any way, nor shall any videos be
"shared" with any person for any purpose.
2. License Fee. Licensee shall pay to
Web Wizard, Inc. the sum or portion thereof. The said
payment shall be in the nature of a royalty for the right to receive
the Content. Payment shall be in the form of Licensee's check and
shall be due and payable within 10 days of receipt of statement,
which statement shall be sent to Licensee by email or first class
mail. In the event this Agreement is cancelled within the first
month of service by either party hereto for any reason, Licensee
shall not be entitled to any refund or credit for the first month.
3.
Additional Provisions. This Agreement is at all times subject to
the Additional Provisions, which are incorporated herein by this
reference.
4. Licensee Information This Agreement
shall not become effective until (i) it has been signed by Web Wizard, Inc. and (ii) Web Wizard, Inc. has
received all of the information required under "Licensee
Information," attached hereto and made a part hereof.
1. Definitions. As used in this Agreement, the following
words and phrases shall have the following definitions:
1.1
Content. The content shall include all of the following: (i)
live streaming adult content fed either directly from a server owned
by Web Wizard, Inc. or from a server controlled by Web Wizard, Inc. (ii) non-downloadable adult-content videos,
and (iii) still photographs of the models on the videos and the live
streams, usable for promotional and other purposes. The content may
appear on the Sites owned and operated by Web Wizard, Inc.
1.2
Licensee. The
person or entity entering into this Agreement, and any and all
shareholders, directors, members, officers, employees, agents and
affiliates of Licensee.
1.2 Sites. Contentguys.com and
any and all other and future adult-content Internet websites owned
and/or operated by Web Wizard, Inc.
1.3 Software. The
intellectual property on the Sites that is being licensed by
Licensee. The Software does not include any source codes, object
codes or other descriptions of the intellectual property, which is
specifically excluded from the license.
1.4 Website.
Any of those Internet websites owned and/or operated by Licensee, to
which the Content will be directed and displayed.
2.
Restrictions on Use.
2.1 In order to effectuate the
purposes of this Agreement, Licensee agrees to maintain a password
protected Websites to which the Content will be transmitted, which
Websites will not be accessible by the public.
2.2 In order
for any user to view any Content licensed from Web Wizard, Inc., Licensee shall maintain a password protected Website
or Websites. Licensee shall use its best efforts to assure that no
minor can gain access to any Website operated by Licensee to view
any content licensed to Licensee by Web Wizard, Inc. In
the event that Web Wizard, Inc., in its sole and absolute
discretion, determines that Licensee has not maintained sufficient
security controls to assure that minors cannot gain access to
Licensee's Websites, Web Wizard, Inc. shall have the right
to immediately terminate this Agreement, with no further obligation
to Licensee.
2.3 At no time during the term of this Agreement
shall Licensee maintain any content on any of its Websites that is
obscene, or visually depicts acts of rape, assault, bestiality,
child pornography or simulated child pornography. In addition,
Licensee shall not display any content on any of its Websites that
infringes upon the copyrights or intellectual property rights of any
person or entity. (Herein, "Prohibited Content"). In the event that
Web Wizard, Inc., in its sole and absolute discretion,
determines that Licensee has allowed Prohibited Content to appear on
Licensee's Websites, Web Wizard, Inc. shall have the right
to immediately terminate this Agreement, with no further obligation
to Licensee.
2.4 In the event that at any time during the
term of this Agreement Web Wizard, Inc., in its sole and
absolute discretion, determines that the Content, or any part of it,
has become illegal or prohibited for display in any state,
municipality or locality, then Web Wizard, Inc. shall
notify Licensee of such fact in writing. Upon receipt of such
notification, (i) Licensee shall take all reasonable steps to
prohibit any user from receiving any of the Content in such
locality, and (ii) shall provide Blue Horizon Internet, LLC with
reasonable proof of the steps that it has taken to prevent any user
in such locality from accessing the prohibited or illegal Content.
2.5 At all times throughout the term of this Agreement, Licensee
shall provide to Blue Horizon Internet, LLC, at no cost to Blue
Horizon Internet, LLC, a password and user name that will enable
Blue Horizon Internet, LLC to view all of the Websites for the
purpose of monitoring Licensee's Websites. In the event that the
user name and/or password should at any time become unusable (i.e.
does not afford Blue Horizon Internet, LLC access to one or more of
Licensee's Websites), then Blue Horizon Internet, LLC shall have the
right to deactivate the content until a valid username and password
is provided by the licensee.
3. Additional Fee for
Additional Bandwidth. In the event that Licensee desires to
receive the Content in excess of agreed on bandwidth, then, in
addition to the license fee due and payable hereinabove, Licensee
shall be liable to Blue Horizon Internet, LLC for an additional
payment for each additional kbps second of bandwidth that Licensee
uses, to be agreed upon from time to time by Licensee and Blue
Horizon Internet, LLC.
4. 28 USC §2257 Compliance. All
models, actors and actresses and other persons who appear in any
visual depiction on the Sites or in any Content were over the age of
eighteen years at the time of depiction. The records required
pursuant to 18 USC §2257 are kept by the Blue Horizon Internet, LLC
Custodian of Records Robert. Klueger, at 21031 Ventura Boulevard
Suite:1010 Woodland Hills, Ca, 91264.
5. Term. You can
cancel at anytime but you're responsible for the usage up to the
date you cancel.
6. Miscellaneous Provisions.
6.1
Effect of Headings. The subject headings of the sections
and subsections of this Agreement are included for convenience only
and shall not affect the construction or interpretation of any of
its provisions.
6.2 Entire Agreement; Modification; Waiver.
This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations and
understandings of the parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by all the parties. No waiver of any of the provisions of
this Agreement shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
6.3
Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
6.4 Parties in Interest. Nothing in this
Agreement, whether express or implied, is intended to confer any
rights or remedies under or by reason of this Agreement on any
persons other than the parties to it and their respective successors
and assigns, nor is anything in this Agreement intended to relieve
or discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provision give any third
persons any right of subornation or action over against any party to
this Agreement.
6.5 Assignment. This Agreement may not
be assigned by Licensee without the prior consent of Blue Horizon
Internet, LLC. This Agreement shall inure to the benefit of the
assignees and successors of Blue Horizon Internet, LLC.
6.6 Recovery of Litigation Costs. If any
legal action or arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorney's fees and
other costs incurred in the action or proceeding, in addition to any
other relief to which it or they may be entitled.
6.7
Nature and Survival of Representations and Obligations. All
representations, warranties, covenants and agreements contained in
this Agreement, or in any instrument, certificate, opinion, or other
writing provided in it, shall survive the Closing.
6.8
Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if served
personally on the party to whom notice is to be given, or on the
second day after mailing if mailed to the party to whom notice is to
be given, by first class mail, registered and certified, postage
prepaid, and properly addressed as follows:
To: Web Wizard, Inc.
P.O. Box 25332
Tampa, FL, 33622, USA
To: Licensee: See the address indicated above.
6.9
Governing Law. This Agreement shall be construed in
accordance with, and governed by, the laws of the State of
California as applied to contracts that are executed and performed
within California.
6.10 Severability. If any provision
of this Agreement is held invalid or unenforceable by any court of
final jurisdiction, it is the intent of the parties that all other
provisions of this Agreement be construed to remain fully valid,
enforceable, and binding on the parties. |
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