Terms of Service
 

    1. C. Guys 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. C. Guys 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 C. Guys, 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. C. Guys hereby agrees to license to Licensee, and Licensee hereby agrees to accept from C. Guys, 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 C. Guys 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 C. Guys 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 C. Guys 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 C. Guys and (ii) C. Guys 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 C. Guys or from a server controlled by C. Guys (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 C. Guys.

    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 C. Guys.

    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 C. Guys, 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 C. Guys. In the event that C. Guys, 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, C. Guys 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 C. Guys, in its sole and absolute discretion, determines that Licensee has allowed Prohibited Content to appear on Licensee's Websites, C. Guys 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 C. Guys, 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 C. Guys 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 C. Guys 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 C. Guys, at no cost to C. Guys, a password and user name that will enable C. Guys 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 C. Guys access to one or more of Licensee's Websites), then C. Guys 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 C. Guys 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 C. Guys.

    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 C. Guys 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 C. Guys. This Agreement shall inure to the benefit of the assignees and successors of C. Guys.

    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: Content Guys, Inc. P.O. Box 6410
                San Diego, CA, 92166, USA
                619 222 5285 (Phone) / 619 222 5295 (Fax)
            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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