This License Agreement (this "Agreement") is made effective as of the date of signing, herein incorporated by reference, by and between  (“Licensor”),  and  (“Licensee”),  hereinafter collectively referred to as the ”Parties.”

  1. WHEREAS, Licensor wishes to grant rights controlled by Licensor, in the content listed on the Exhibit A attached, including any and all images (“Product Images”) and motion picture footage (“Product Videos”) contained therein, to Licensee.  Product Images and Product Videos shall be referred to herein jointly as the “Product”; and
  2. WHEREAS, Licensee wishes to License certain rights of the Product from Licensor;

The parties hereby agree as follows:

1. Grant of License.  Pursuant to the terms of this Agreement, Licensor grants Licensee a non-exclusive, worldwide license, subject to the terms of this Agreement, to distribute, transmit, stream, and otherwise allow the download or electronic transmission of the Products through Licensee’s Website, as such term is defined below.  In addition, Licensee may:

  1. add URL's or watermarks to the Product Images for the purposes of promotion only;
  2. edit the Product to make it suitable for sample images, including, but not limited to, pixelating areas, cropping and cutting into clips;
  3. use up to, but no more than, twenty percent (20%) of each Product Video for use in banners and web-page design elements; any Product Images used for website design must be for pages on Licensee’s site and Product Images used for banner design must legibly display Licensee’s Website on the banner;
  4. trade up to twenty percent (20%) of each Product Video to another website for the purposes of “link exchange,” but Licensee may not trade any Product in exchange for other content; such links must legibly display Licensee’s URL and link back directly to Licensee’s website; 
  5. create “thumbnail” images and pages from the Product;
  6. crop the Product Images and Product Videos;
  7. change the file format and compression technique of the Product; 
  8. rename the digital Product files;
  9. edit Product to remove existing text and/or logos; and 
  10. edit Product to make it more suitable for Licensee’s usage within the purposes of this Agreement. 

2.  Reservation of Rights and Limitations on License Granted. 

For the avoidance of doubt:

  1. Licensee agrees not to sell, resell or distribute the Product via any physical method including, but not limited to, diskettes, CD-ROMs, DVDs, or in any formats or other technology whether now known or hereafter invented without prior written permission from Licensor;
  2. Licensee agrees that the Product may be used for Tube, Pay Per Minute, Membership/Backend, Pay Per View or Clients Video On Demand (VOD) purposes only;
  3. Licensee may not alter the Product to make it appear to be copyrighted property of anyone other than Licensor;
  4. Licensee shall ensure that the Product is not used in a way in which minors are able to access the Product;
  5. Licensee is NOT licensed to relicense, sell it rights, transfer it rights, rent, lease, transfer, network, reprise, display, or distribute via feeds or Plug-Ins using the Product, except as specially provided above; and
  6. Licensee understands and acknowledges that any use of the Product which is not in conformity with this Agreement may constitute copyright infringement, which may also result in a suit for damages (statutory or actual, at the election of the content owner), injunctive relief, attorney fees and any other rights that may be available in law and in equity. 

3. Payment of Royalty.  As full consideration for the rights and license granted herein, Licensee shall pay to Licensor a license (the “License Fee”) as of the date this Agreement is executed by both parties (the “Effective Date”).  Licensee agrees to pay a late fee of five percent (5%) of the total amount due to Licensor if said payment is disputed or found invalid.

4. Term.  The term of the license granted to Licensee hereunder shall be for a period of Perpituity from the Effective Date if Licensee has not breached and/or is/has not been in default hereunder.

5. Time for Delivery.  Within five (5) days of Licensor’s receipt of the License Fee, Licensor shall ship or allow for download the Product to Licensee.

6. Mode of Delivery.  The Product shall be provided to Licensee in digital format as selected at checkout, or any other format agreed to in writing by the Parties.  Licensor reserves the right to substitute or change the titles included in the Product for similar titles if certain titles are no longer available.

7. Revocation of License.  Licensor may revoke the rights and license granted to Licensee in this Agreement in the event that Licensee violates one or more of the provisions of this Agreement.  In the event that Licensee declares bankruptcy, ceases to be in business or uses the Product to commit fraud, the rights and license granted herein shall be deemed automatically revoked.  In the event any rights or license is revoked pursuant to this Paragraph 7, Licensee shall not be entitled to any refund of payment(s) made to Licensor.

8. Warranties.

  1. Licensor warrants that any and all Product licensed by Licensor and provided to Licensee by Licensor hereunder shall be in full compliance with federal law regarding the age of every person appearing in the Product, that Licensor has and will maintain documentation regarding submitted content as required by 18 U.S.C. section 2257, and that Licensor will provide a copy of such documentation to Licensee for those titles required by law.
  2. This Agreement is a legal, valid, and binding obligation upon the parties and is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s rights generally and equitable remedies); and entering into this Agreement does not violate any material contract to which Licensor or Licensee is a party.

9. Modifications.  This Agreement cannot be modified except in a writing signed by the parties.

10. Transfer of Rights.  This Agreement shall be binding on any successor of the parties.  Licensee does not have the right to assign its interests or rights in this Agreement to any other party without the prior written consent of Licensor.

11. 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.

12. Severability.  If any provision of this Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

13. Waiver of Contractual Right.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

14. Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without respect to its conflict of law provisions.  The parties agree that the courts in and for San Diego, California shall have jurisdiction over any legal disputes relating to or in connection with this Agreement.

15. Indemnity.  Licensee shall forever defend, indemnify, and save harmless Licensor and its successors, assigns, partners, directors, officers, employees, agents, attorneys, and affiliated companies and their respective successors, assigns, and licensees against all claims, actions, causes of action, losses, liabilities, costs, expenses, damages, judgments, and settlements, including reasonable outside attorney’s fees and court costs, which may be suffered, made, or incurred by Licensor arising out of or in connection with either (a) any breach of any representations, warranties, undertakings, or agreements made, assumed or entered into by Licensee in this Agreement, and/or (b) any claims, demands, liens or suits, including the expenses of defending against the same, which have been or may hereafter be asserted by any other person(s) regarding the Licensee’s use of the Product, including claims for copyright or trademark infringement.

16. Licensee Website(s).  The rights and license granted herein by Licensor shall apply to the following websites listed at checkout (the “Website”)

17. Independent Contractor.  In performing services hereunder, Licensee shall have the status of an independent contractor and shall not act as or be an agent or employee of Licensor.  Licensee shall have no right or authority to assume or create any obligations or to make any representations or warranties on behalf of Licensor, whether express or implied, or to bind Licensor in any respect whatsoever.  Nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, or employment relationship between the parties.

18.  Notices.  Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

19.  Non Disclosure.    Licensee agrees that, except as directed by Licensor, the Licensee will not at any time, disclose to any person/company not directly affiliated with Licensee use of any Confidential Information as to the nature of said agreement, nor disclose to any person/company the purchase price or dealings without the prior written permission of licensor.

Any party hereto may change its address for purposes of this Paragraph by written notice given in the manner provided herein.

Agreed and Accepted by:






License is not valid until payment is made in full and a signed copy is returned to Licensor by fax, mail or email.