License Agreement

LICENSE AGREEMENT
Invoice No.: 2012-XXX
<date>


This agreement is a legal and binding agreement (hereafter referred to as “agreement”) by and between, TwinkContentProvider.com, Marshallstraat 68, 1931WZ, Egmond aan Zee, The Netherlands (hereafter referred to as “Licensor” or "CYBER") and ......................... (hereby referred to as “You” or “Licensee”).

By downloading or using the content that you leased when this agreement was issued, you agree to be bound by the terms of this non-exclusive agreement.

1. Grant of Non-Exclusive License
1.1 Licensee is granted permission to use the non-exclusive content as web content (and mobile content) on a maximum of 5 domains.

1.2 Licensee is granted permission to use the content covered under this agreement for web site design purposes and creation of banner and free hosted gallery advertising as well as for stream and/or download by licensee’s web site visitors. Trailers are allowed and may be used on 3rd party sites (tgp's, mgp's, tubes) to generate traffic to the sites/url's owned by Licensee. Scenes and/or dvd's may be cut in to shorter clips. An overlay of Licensee's URL and/or watermark is allowed on the videos/photos/content. License may not use the BRAND name(s) of studios/producers in a way other than just the packshot or content listing.

1.3 Unless specifically authorized this License does NOT grant permission for licensee to use any Licensor content for any purpose other than the World Wide Web. This license does not grant permission to use the content for print purposes or any other media other than display on the Internet.

2. Copyright - Licensor retains ownership of all content and maintains copyright of all content. This license does not transfer ownership but it allows licensee to use images during the life of this agreement. The price of the content is for licensing only, not for purchase. The ownership of the content shall remain to the licensor indefinitely.

3. License is Non-Transferable – The license granted herein to Licensee is not transferable to other parties without the written permission of Licensor. This Agreement is not transferable without the express written permission of Licensor. If the licensee uses the content on domain(s) and decides to sell the domain(s), the license of the content is NOT automatically transferred. A written permission of Licensor is needed in this case and can only be given with the sold domain(s) respecting the use of the content according to the existing terms of what is allowed in the agreement. The 3rd party buying the domain(s) will NOT automatically acquire the license of the content for any of their OTHER domain(s) then the one(s) bought from the original Licensee.

4. Agreement Not To Reproduce – Licensee agrees not to reproduce this content except as provided in this agreement.

5. Restrictions – Licensee may not rent, sell, lease, sublease, lend, sub-license, trade, give-away, transfer or create derivative works based upon our content in whole or in part without the written permission of Licensor.

5.1 Licensee acknowledges that he/she is solely responsible for where the content is viewed or downloaded and agrees to maintain this agreement. Licensee understands that this agreement does not include the right to broadcast, transmit, distribute, disseminate or permit the content to be viewed or downloaded by minors or adults residing in jurisdictions where the content may violate the community standards of the residence. Licensee shall take all reasonable measures to restrict viewing or downloading to only those persons who are legally able to view such material.

5.2 Licensee acknowledges that he or she is over the legal age of 18 years and all persons who shall come into contact with this content is also over the age of 18. Licensee further acknowledges that this content is legal to view or download in licensee’s residence and that the licensee and all persons who shall view or work with this content are also of legal age.

6. Breach of agreement:
If the licensee breaches any material provision of this agreement, licensor may terminate and revoke this agreement and all rights granted under this agreement upon written notice to licensee. The effective date of the termination and revocation shall be 5 days after written notice of the breach Licensee agrees to correct such breach within 30 days of written notice. Upon termination of this agreement, licensee shall immediately cease using any content and shall remove all design elements, images, and banner/graphic designs immediately from the World Wide Web.

7. Warranties and Representations by Licensor
7.1a Licensor warrants that all models appearing in the content were eighteen years of age or older at the time the photographs or videos were made and that the licensor has contracts with the content providers/photographers/cameramen/distributors that they have these ID records and model releases in their offices. These documents can and will not be made publicly by us to protect the models identity, address and real name as is the law in some countries where the productions were shot and by our choice too. In the event any authorities have reason to believe a model is below 18 years, we then will provide all documents upon request.

7.1b Licensor warrants that all models appearing in the content were eighteen years of age or older at the time the photographs or videos were made and that the licensor has complied with all record keeping requirements in accordance with 18 USC 2257 as of June 23rd 2005.

7.2 Licensor warrants that it owns the copyright of the content or possesses the intellectual property rights to permit the licensor to grant the licensee the rights within contained this agreement.

7.3 Licensee acknowledges and agrees that except for the specific warranties and representations set forth in paragraphs 7.1 and 7.2 of this agreement, licensor makes no other warranties, guarantees, or representations. Licensee understands that he/she is using the content at the licensee’s own risk. Licensor disclaims all other warranties, either written or implied including, but not limited to, marketability and fitness for any specific purpose with regards to the usage of the content and the web site or text that may accompany it. There is no joint venture or relationship of any kind between the licensee and licensor.

8. PAYMENT OF ROYALTY
Licensee will pay a one-time fee specified on the purchase invoice. This license allows Licensee to use the content on a maximum of 5 domains owned and operated by Licensee. All websites that this material is used on must show Licensee’s name on it within the publically accessible InterNIC (or other registrations agency) records.

9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES
To the maximum extent permitted by law, in no event shall either party herein be liable for any damages whatsoever (including, without limitation, damages for loss of business, profit loss, business interruption, loss of business information, or any other incidental or consequential damages or any other pecuniary loss) arising out of the use or inability to use the content, even if the parties have been advised of the possibility of such damages. In any case, either party's entire liability under any provision of this agreement shall be limited to the greater amount actually paid by what is paid for the content. Since some states or jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply.

10. Licensee’s sole remedy
Licensor’s entire liability and the licensee’s exclusive, sole remedy shall be a partial refund of the licensing fee(s) paid to licensor.

11. Governing Law
Licensor and Licensee mutually agree that the laws of The Netherlands shall govern this agreement and all legal rights, obligations, and duties arising by virtue of this agreement. In case of any litigation regarding this agreement, licensee agrees that the venue for such litigation shall be, depending on the subject matter of the dispute, either the courts of The Netherlands.

12. Domain(s), IP No's and/or Network(s) where the content will be used (max. 5 unless otherwise specifically agreed):
URL: ______________________________________
URL: ______________________________________
URL: ______________________________________
URL: ______________________________________
URL: ______________________________________
 
Acceptance of Agreement:
Family Name:        _____________________________
Function:                  _____________________________   
Company name:               _____________________________   
Address:                 _____________________________   
Zip (Postal) code:            _____________________________
City:                 _____________________________
Country:                 _____________________________
Vat number:              _____________________________  (if applicable)
Phone number:         _____________________________  
Fax number:              _____________________________
E-mail:                 _____________________________
 
Signature: _____________________________ Date: _____________________________
 
This agreement is only valid when ALL payments and/or installments have been received by us and this agreement has been signed and returned to us. Preferable scanned and emailed to: license@twinkcontentprovider.com

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