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Licensing Agreement/Contract

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IN A NUTSHELL:

10 domains
AVS/paysite tour pages OK
Banners and other web promo material OK
Usage on AVS sites OK with some limitations
Usage on free and TGP sites SERIOUSLY limited, check the agreement before you buy
May be used within password protected areas (paysites) literally without limitations.
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Grant of License, General Terms
Licensor owns and distributes the Product named above. In accordance with this agreement, Licensor grants Licensee a non-exclusive website license to distribute images on their website(s). Licensor retains titles and ownership of the Product, and gives up no legal rights as part of this agreement. Licensee agrees not to sell or distribute the images via any physical method (such as diskette, CD-ROM, paper printing, or any other technology not specifically named in this document) without additional written permission and payment of fees. 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.

Grants of Usage
LICENSOR hereby grants to LICENSEE a non-exclusive non-transferable license to publicly display, offer, sell, or distribute images by modem, with or without charge, as individual image files only, to be downloaded from the Internet (World Wide Web) per the terms of this agreement. The images are for use as content on LICENSEE'S Internet based "WebSites", the registered domain names of which are listed on this contract. Images, when presented by the terms of this agreement, may be used as member's content only in a password protected area when accessed only by members of the registered and licensed domains, or as free samples or preview images on the LICENSEE's registered "WebSites" domains as listed on this license. (Use of images on sub domains or second level domains are considered as separate domain. i.e. http://www.pictures.com, and variations such as http://anime.pictures.com and http://3D.pictures.com , if marketed as independent sites, are each considered as separate domains for the purpose of licensing images.)

Site Design and Banner Grants of Usage: 5 images per every 100 licensed, may be used for page layout, design or banners on the licensed, registered websites domains without any additional charge.

Sample, Free Site and AVS Site use: Images can be used outside of the password protected members areas, as "Samples" or on Free or AVS sites providing they are no larger than 600 pixels on the long side and contain a LICENSEE'S, licensed domain URL, and a clearly readable "Licensed from AdultArtContent.com" credit line. Credit line must be a minimum 10 point Arial. An example of acceptable Sample, Free Site and Licensed AVS site images may be found here.

Thumbnails: Any and all images can be shown without restriction as thumbnails, in tours and or as thumbnail previews no larger than 160x160 pixels on LICENSEE'S registered licensed Internet "Web Sites" to promote licensed domains on Free Sites or AVS sites.

Degrading Text or Uses: Images may not be used on sites containing bestiality, depictions of rape, murder, child pornography(real or staged) or any other act illegal in the United States. Images may not be manipulated to cause them to become engaged in acts (ie. Urination, defecation, sexual intercourse, insertions etc) or any act not being performed in the original drawing.

Phone Sex Ads: No images can be used in online advertising for companies that sell wholesale Phone-Sex Services, Telephonic Phone Conversation Services, Video Teleconferencing companies, Video Feeds providers, or other content providers without special permission. Images may be used to promote services on websites that offer such services to end consumer only, and then, only under the terms of this license.

Term of Usage: This license remains in effect for as long as licensee is listed as the owner, on Internic listings, of any of the ten domain names listed on this agreement. Transfer of license to another party or different domains than as listed in this contract is forbidden without written permission of the LICENSOR.

Membership Totals of Licensed Domains
LICENSEE acknowledges that for this license to be in effect at the advertised pricing, that the combined membership of the licensed domains must be less than a combined 3000 active members. Licensee acknowledges that a surcharge applies where the combined licensed site membership is greater than 3000, and that at the time of this license, the licensee states that the combined total membership of all licensed domains is no greater than:

Further Covenants
LICENSEE may alter, resize and/or crop images. Licensee may rename IMAGES. LICENSEE may add URLs and site names to the images WHEN a "Licensed from AdultArtContent.com" credit line of a minimum 10 point Arial font is plainly readable somewhere on the image. Images may be posted on Pic-Post and thumbnail galleries ONLY WHEN reduced in size to a long edge of no more than 600 pixels, contain LICENSEE'S URL and a "Licensed from AdultArtContent.com" credit line of a minimum 10 point Arial font, plainly readable somewhere on the image. Images may NOT be posted in Newsgroups, Chat rooms, or offered in the form of zip files or CD Roms or any other media. Images may NOT be resold or leased or given for free to members of sites who access those images directly or indirectly from links on domain's not listed in this agreement. Images may not be given as free content to members of licensee's affiliate programs.

Images may NOT be embedded or attached as part of Emails for any commercial reason. Images may NOT be linked by html or other coding to cause transfer to unlicensed website domains by "clicking" on image, or any other advertising for any unlicensed website without additional payment as outlined below.

Print Use: The Images may NOT be used in ANY non-internet or printed medium in any way without additional payment and written permission from LICENSOR.

Consideration: LICENSEE shall pay to LICENSOR by wire transfer, money order, check, barter or trade for agreed upon service or product. LICENSEE shall pay for the CD Rom(s) or zip files the price as listed in the INVOICE, and receive the media and the associated rights as granted in this agreement/contract. No license shall be considered in effect until INVOICE(S) are paid in full.

Copyright
LICENSOR shall retain the copyright to all IMAGES and nothing in this Agreement shall be construed to affect LICENSOR's copyrights thereto except to the extent of the above stated non-exclusive license to publicly display and offer as stated above. Licensee may not add any text to photos that will designate or insinuate that the ownership of copyright belongs to anyone other than JK Network LLC i.e. site name or URL.

Transfer of Rights
The Rights as outlined in this contract may NOT be traded, sold, or in any way transferred to others without permission in writing from JK Network LLC. If such permission is granted, ALL rights to ALL images covered under this license must be transferred. A transfer fee of not less than 25% of the original price may be charged in the case of transfer of ALL images covered under this license.

Releases, Warranty
LICENSOR warrants and represents that: it is the copyright owner and/or the authorized licensor of all IMAGES licensed under this agreement. LICENSOR warrants and represents that it is entitled to enter into this agreement/contract and grant the license granted hereunder; that the IMAGES, do not contain any content which would violate the copyrights of any other person.

LICENSOR does NOT warrant the legality, in certain jurisdictions, of the depictions or acts shown in the images and LICENSEE acknowledges responsibility for insuring the legal display of such.

LICENSOR Indemnification
In the event of any claim, demand, lawsuit, or other legal proceeding against LICENSEE which arises from, occurs by reason of, or is connected with any actual breach of the foregoing warranty, then LICENSOR shall fully indemnify and hold LICENSEE harmless from and against any and all losses, damages, awards, judgments, settlements, decrees, and expenses (including without limitation attorney's fees and costs) arising from or connected with such claim, demand, lawsuit, or other legal proceeding.

LICENSEE Indemnification
In the event of any claim, demand, lawsuit, or other legal proceeding against LICENSOR which occurs by reason of, or is connected with any actual or alleged breach of the terms of this agreement by the LICENSEE, then LICENSEE shall fully indemnify and hold LICENSOR harmless from and against any and all losses, damages, awards, judgments, settlements, decrees, and expenses (including without limitation attorney's fees and costs) arising from or connected with such claim, demand, lawsuit, or other legal proceeding.

General Provisions
Violation of this agreement may result in the immediate revocation of license without refund upon written notification of violation to Licensee from Licensor or its legal representative. Violation of the Terms and Conditions of this license by LICENSEE will give cause for the revocation of all rights for use of LICENSOR images, until the violations have been rectified to conform to the terms of license. Repeat violations will result in the complete revocation of license by the LICENSOR.

This Agreement shall be governed by the laws of the State of California and shall bind and benefit the heirs, successors, assigns, and personal representatives of the parties hereto. If any part of this Agreement is illegal or unenforceable, then, nonetheless, this Agreement shall remain in full force and such term or provision shall be deemed deleted or curtailed to such extent as is necessary to make it legal or enforceable. This Agreement represents the complete understanding between the parties as to its subject matter and supersedes all prior understanding, if any, as to its subject matter. No modification of amendment, nor any promise, waiver or representation (present or future) shall be valid or binding unless made in writing and signed by the party to be bound thereby.

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