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MASTER LICENSE FOR non-exclusive Internet Usage Agreement Ver 1.0 as of May 16, 2007
Master Reference: EZ01A1V1_0
Licensee: ("Client")
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Licensor:
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EZSets.com
A division of Xamo Entertainment Inc.
http://www.ezsets.com/
P.O. Box 404
Griswold, MB
Canadai, R0M0S0
[1] Grant of License. Licensor grants the Client a nontransferable, nonexclusive, non-sub-licensable right to utilize digital photographs and digital video and video clips for Internet reproduction worldwide. Licensor retains title and ownership of the digital photographs and digital video and video clips. Licensee agrees not to sell or distribute the licensed material via any physical method, including, but not limited to CD-Rom, and paper-printing methods without additional written permission and payment of fees from Licensor. Licensee may alter the digital photographs, digital video and video clips by changing the resolution, size, shape, and may include cropping, painting, or graphically altering the image in any way. The Licensee may rename the file names of the original files provided. Licensee is NOT licensed to rent, lease, transfer, network, reprise display, or distribute the Product materials, except as otherwise specified in this agreement. Licensee is licensed to distribute the images via the Internet only in the following manner: Licensee's World Wide Website, banner advertisements, Newsgroups on which Licensee is advertising, and Email's on which Licensee is advertising. Licensee acknowledges that unauthorized reproduction of copies of the licensed material may constitute a serious crime, and that such actions may also result in a suit for damages, injunctive relief, and attorney fees, pursuant to this agreement and to other rights that the Licensor may have. It is understood, not withstanding any other provisions of this agreement, Licensor has the unequivocal right to obtain timely injunctive relief to protect the proprietary rights of Licensor.
[2] Payment of Royalty. Licensee will pay to Licensor a one-time lifetime fee specified on the purchase invoice. The licensor allows Licensee to use the digital images, video and video clips using only the distribution methods specified in Section 1, upon receipt of payment.
[3] Revocation of License. Licensor may revoke Licensee's license in the event that Licensee violates any provisions of this license, requests a refund of the license fee from Agent, or if the licensee payment is deemed not valid. If Licensee delares bankruptcy, the license is automatically revoked. Involuntary revocation of the license does not grant Licensee any refund of payment made. License is not transferable.
[4] Modifications. Any modifications not specifically listed in this agreement are not granted without express written permission of Licensor.
[5] Transfer of Rights. This agreement shall be binding on any successors of the parties. Licensee does not have the right to assign it's interests in this agreement to any other party, unless the prior written consent of Licensor is obtained and an administration fee is paid.
[6] Entire Agreement. This agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This agreement supersedes any prior written or oral agreements between the parties. This agreement is automatically binding at the time of purchase.
[7] Amendment. This agreement may be modified or amended by the Licensor and the amendment will be sent in writing to you.
[8] Severability. If any provision of this agreement shall be held to be invalid or unenforcable by any reason, the remaining provisions shall continue to be valid and enforcable. If a court finds that any provision of this agreement is invalid or unforceable, but that by limiting such a provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
[9] Waiver of Contractual Right. The failure of either party to enfore any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enfore and compel strict complaince with every provision of this agreement.
[10] Applicable Law. This agreement shall be governed by the laws of the provice of Manitoba, Canada. Licensee holds Licensor and Broker harmless for any legal issues to the distribution of the material as it relates to community standards and adult entertainment laws as set for in any city/county, state/province or country of Licensee and their websites. Licensor does not warrant this material to be acceptable in your community, and Licensee assumes full responsibility for determaning what images are suitable for distribution. Licensor warrants these images free of intellectual property violations only.
[11] Disclaimer. Licensor does not hold the original copies of model releases and age verification documentation, but acts as a distributer of digital copies of said documents. All documentation is censored to protect the distribution of the identity of the model, uncensored versions can be obtained directly from the listed agent pursuant to Section 18 U.S.C. 2257. Licensor does not guarantee the authenticity of these documents and will not be held liable for authenticity of said documents
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