Licensing Agreement

MASTER LICENSE FOR Internet Usage Agreement Ver 2.4 as of May 31, 2005 Agreement dated as of {Today's Date} by and between Golden Age Media LLC, a California corporation, of Los Angeles, California (hereinafter referred to as Golden Age Media LLC) and the ("Client"). The images, photographs, files, videos, stories and other content (hereinafter referred to as "Content") from Golden Age Media LLC may contain SEXUALLY ORIENTED MATERIAL. You must be 18 years of age or older. Misrepresenting your age may be a violation of local, state, and federal law. NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by agreement to this document, the Parties hereby agree as follows: Client does not have the right to resell, rent, lease, transfer, redistribute, re-license or sub-license the Content except as stated within this license. Golden Age Media LLC hereby grants Client usage of licensed Content for use on INTERNET and mobile devices worldwide except as stated within this license; For image Content, digital advertising or promotional material related ONLY to and distributed on the Client's World Wide Web site or in banners ads for Client's Web Sites or News Groups on which the Client is advertising is also granted hereunder as provided in this Agreement provided that Client does not change the file names, does not cut and paste the image of the model into a new file or any other action that would prevent Golden Age Media LLC from tracking the location of the Content; For the Content, no print or magazine sales or other usage including, but not limited to, CD-Rom or Photo CDs or content provider membership sites or lease gallery sites, for instance where other third-parties pay a fee to send members, or commercial resale or Client's trading with other web sites or third-parties are permitted; All video Content and image Content that is licensed for use on mobile devices that is provided by the Client to its customers (hereinafter referred to as the End-user) shall whenever possible be provided by the Client to the End-user so that the End-user cannot save the Content to the End-user's computer or any other device and for Content licensed for use on mobile devices, such as a cellular telephone, the content, shall whenever possible be provided by the Client to the End-user in a format so that the End-user cannot send the content to other end-users or save the content on other devices. Except as specifically provided in this Agreement, the Content may not be shared or copied. Use of the Content in massage or escort websites or advertising for any type of escort or massage services or pornographic, defamatory, libelous or otherwise unlawful use of the Content is prohibited. Use of the images in a Thumbnail Gallery Post (hereinafter referred to as "TPG") or FHG's (hereinafter referred to as "Free Hosted Galleries") require that the TPG and FHG using the images link directly to Client's web site and that no other web sites, webmasters or other third-parties derive benefit from the use of the Content. If any image or other Content is posted to a TGP, FHG or News Group, Client MUST follow Federal and State laws regarding record keeping requirements and the display of adult content which may include covering or removing any area of the image or Content that may be unacceptable to minors or it may include requiring the image or Content be protected behind a legal Age Verification System requiring the end-user to be at least 18 years of age. If any image or other Content is posted to a News Group, Client MUST include their website address and "Copyrighted material do not duplicate." and Client must clearly state and identify that all of the models are 18 years of age or older on the image and Client shall not reference www.Golden Age Media LLC.com or Golden Age Media LLC or the source of the image in ANY capacity; Distribution to Client's Affiliate webmasters to promote Client's sites is allowed ONLY ON DESIGNATED CONTENT as specified by Golden Age Media LLC and ONLY if the applicable license fee has been paid and provided that distribution to the Client's Affiliate webmasters is provided at no charge to the Affiliates and the Client's Affiliate webmasters must agree to and abide by the terms of this agreement and that the URL or URLs of Client's website is visible and clearly displayed and easily readable on the images displayed on the Affiliate's sites and the Client and it's Affiliates must use the same unique identifying number assigned to Content by Golden Age Media LLC. Client's Affiliate webmasters have no right to resell, rent, lease, transfer, redistribute, re-license, sub-license the content or use the content on any other website that is not promoting client's website and Golden Age Media LLC reserves the right to terminate the Affiliates' right to use the Content, without liability, and Client's Affiliates must discontinue use of the Content effective immediately, upon ANY notice of any discontinuance of the Content, client and it's Affiliates must agree not to use the Content in the future and destroy all copies of the Content and said notice may take the form of a notice, posting or page somewhere on the Golden Age Media LLC.com web site or on an adult webmaster posting board or upon written request from Golden Age Media LLC to Client or Client's Affiliates. Under 18 U.S.C. 2257 Section 75.2, scheduled to go into effect June 23, 2005, the law requires that Golden Age Media LLC, collect usage and location information for all content we license thus Client, under this Agreement, shall be required to provide a copy, in a format that is acceptable to Golden Age Media LLC, of ANY and ALL URLs or another uniquely identifying reference associated with the location of this content on the Internet or other for all content licensed from Golden Age Media LLC and used by Client or Client's Affiliates, employees, sub-webmasters or any other third-parties using this content including FHG's, TGPs, News Groups and ALL other use for ALL past, current and future use of ALL Content licensed from Golden Age Media LLC as is required under said law. Additionally, at the request of Golden Age Media LLC and at the expense of Client, for all content Client has licensed from Golden Age Media LLC, Client agrees to purchase or license and install at Client's expense, software or some other device as specified by Golden Age Media LLC or that is compatible with Golden Age Media LLC and acceptable to Golden Age Media LLC, that will track and record all locations of Content used and shall automatically send this data, as specified by Golden Age Media LLC in a file or form and at a frequency or in real-time, to Golden Age Media LLC and other third-parties specified by Golden Age Media LLC. For all Content licensed by Client from Golden Age Media LLC, Client is not allowed to rename or renumber or change the file name or cut and paste all or part of content into another file or form that would interfere with tracking the content by Golden Age Media LLC without the express written permission of Golden Age Media LLC. Additionally, at the request of Golden Age Media LLC and at the expense of Client, for all content Client has licensed from Golden Age Media LLC, Client agrees to digitally watermark or encode content to Golden Age Media LLC's specifications, so that it's location may be tracked by Golden Age Media LLC and other third-parties as specified by Golden Age Media LLC. This license is valid only if the Client has paid the applicable license fee; No rights are granted until ALL payment due to Golden Age Media LLC for this or other licenses have been made in full; One copy of the Content may be made for backup purposes only, but may be used only if the original Content becomes defective, destroyed or otherwise irretrievably lost. Usage of the name of photographer and models' real name and the models' personal information including model release, identification documents and any factual details regarding the model's true identity, except as may be legally required by law, are NOT permitted in this Agreement; Changing the Content such as morphing or editing another person or object into the Content or changing the appearance of one that is there is not allowed. Client is allowed to re-size, crop, change the file format, adjust and alter color, gamma, light and dark and contrast, crop or improve the quality of the image and video Content and remove the background so long as the theme of the Content is not altered and does not interfere with Golden Age Media LLC's ability to track the Content. Client is not allowed to edit in any music or other effects to the content which is not fully licensed by Client. Client agrees to ALL the stipulations listed on each Model Release and to use only the models' STAGE NAMES as listed on the Model's Release; Client must clearly state and identify to the public and to anyone else viewing the images that all of the models are 18 years of age or older in an easily noticeable position in an easily readable font and font color on all of the sites on which the images are displayed. Client agrees to pay Golden Age Media LLC a fixed rate to license Content. It is agreed that this is a non-exclusive agreement and Golden Age Media LLC is in no way restricted from selling or Licensing any Content whatsoever to any other person or group of persons, for use of any kind, including, but not limited to, the Internet or the World Wide Web. Client agrees to provide correct contact information and any modifications thereto, including without limitation, company or dba name, registered agent, address, city, state, postal code, telephone numbers, web site and email addresses, detailed information on where the content is used including web site names and other information that may be required by law and any applicable disclosure statements required pursuant to local, state or federal law. Client agrees to terminate all use of trademarks or use of Golden Age Media LLC's name or other contact information immediately upon written notice from Golden Age Media LLC and said notice may take the form of a notice, posting or page somewhere on the Golden Age Media LLC.com web site or on an adult webmaster posting board or upon written request from Golden Age Media LLC to Client. ENTIRE AGREEMENT This Agreement embodies the entire agreement between the parties in connection with this transaction and there are no oral or parole agreements representations, or inducement existing between the parties relating to this transaction which are not expressly set forth herein and covered hereby; This Agreement may not be modified except by a written agreement signed by all of the parties; This Agreement supersedes all past purchases and their licenses issued by Golden Age Media LLC to Client and shall serve as the License for ALL future purchases made by Client unless a separate licensing agreement is issued. WAIVER No waiver by any party at any time of any breach of any provision of this Agreement shall be deemed a waiver of a breach of any other provision; If any action by any party shall require the consent or approval of another party, such consent or approval of such action on any one occasion shall not be deemed a consent to or approval of such action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion; NOTICE Any notice that the parties are required or may desire to deliver, shall be delivered by facsimile transmission or e-mail, with a confirming copy send by United States mail or as otherwise provided; Such notice shall be deemed delivered on the first (1st) business day following the transmission, provided that the sender can reasonably demonstrate its receipt; TERMINATION Either party may terminate this Agreement, without liability, effective immediately, upon written notice to the other party or the other party is in violation of Federal, State, International or Local statutes, regulations or tariffs; The license contained in this agreement will terminate automatically without notice from Golden Age Media LLC if the Client fails to comply with ANY provision of this Agreement or pay for use of the Content; Termination of the license does not grant Client any refund of payment made. All rights granted to Client relative thereto will revert to Golden Age Media LLC upon termination and Client and Client's Affiliates must immediately stop using the Content, delete the Content and all copies from all magnetic and optical media and destroy all other copies of the Content, or upon request of Golden Age Media LLC return all such copies. Golden Age Media LLC reserves the right to discontinue the use of any Content without liability for any reason or to elect to replace the content with an alternate. Upon notice of any discontinuance of a license for any Content, client agrees not to use the Content in the future and said notice may take the form of an email to Client or notice, posting or page somewhere on the Golden Age Media LLC.com web site. TRANSFERABILITY The Content is licensed only to the Client. However, this agreement and the license to use the Content may be transferred to another person or legal entity if the following conditions are met: (i) Client must transfer the Software without keeping or storing any copy, (ii) Client must not utilize the Software in the future in any manner, (iii) Client must transfer this physical agreement to the transferee, (iv) the transferee agrees to be bound by the terms hereof, (v) Client must notify Golden Age Media LLC in writing; REPRESENTATIONS AND WARRANTIES: Except as expressly set forth herein, no representation or warranty of any kind or nature has been made by Golden Age Media LLC to Client with respect to any agreements, benefits, profits, merchantability or fitness for a particular purpose or income, of any nature or kind, which may or may not be derived by the parties from the transactions contemplated herein; Client warrants to Golden Age Media LLC that it is, and throughout the terms of this Agreement shall be, in compliance with all Federal, State, International and Local, legal and regulatory requirements applicable to the activities and services contemplated herein; Client warrants to comply with all provisions of any applicable third party license, agent, distributor, or broker agreements; Golden Age Media LLC NOR ITS LICENSORS DOES NOT MAKE ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Golden Age Media LLC HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER OTHER THAN THAT CONTAINED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE CONTENT AND SERVICES OR THE PROFITABILITY OF ANY USE OR OPERATION THEREOF. NEITHER Golden Age Media LLC NOR ITS LICENSORS SHALL BE LIABLE TO CLIENT FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THE LICENSE OF THE CONTENT. Client is an adult over 18 years old, and agrees that it will not allow anyone under 18 years old or any minor, as that term is defined in my jurisdiction with respect to viewing sexually oriented materials, to access any Content or information, samples, thumbnail images, frames, or other analog or digital representations derived there from Golden Age Media LLC; FORCE MAJEURE Golden Age Media LLC will not be liable for, or will be considered to be in breach of or default under this Agreement due to delay or failure to perform as a result of any cause or condition beyond a Party's reasonable control that it is unable to overcome through exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give written notice to the other Party and will use commercially reasonable efforts to minimize impact of the event. MISCELLANEOUS: All rights to the Content are owned by Golden Age Media LLC. and its licensors, producers and suppliers and are protected by United States copyright laws, international treaty provisions and other applicable laws; The copyrights and ownership rights of Golden Age Media LLC. and its licensors' Software will remain the exclusive property of Golden Age Media LLC. and its licensors, producers and suppliers and Client or Client's Affiliates or others shall have no right, power or authority to acquire, sell, transfer or assign said rights in any way; Golden Age Media LLC and its licensors, producers and suppliers retain all rights not expressly granted by this agreement; Client hereby agrees to defend, indemnify, and hold harmless Golden Age Media LLC, its shareholders, directors, officers, employees, subsidiaries, consultants, agents, suppliers, and affiliates from and against any and all claims, civil and criminal liability, judgments, penalties, taxes, damages, and all expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees, which any of them may incur or to which any of them may be subjected, arising from its breach of any warranty or representation under this Agreement or use of the Content by Client or Client's Affiliates. Use of or transmission of video and other Content may require Client and Client's Affiliates to license technology from other third-parties and Client hereby agrees to defend, indemnify, and hold harmless Golden Age Media LLC, its shareholders, directors, officers, employees, subsidiaries, consultants, agents, suppliers, and affiliates from and against any and all claims, civil and criminal liability, judgments, penalties, taxes, damages, and all expenses incurred in connection with any claim Client or Client's Affiliates have violated any third party's copyright, patent, trade secret, trademark, or violates any local, state, or federal law and from ALL liability for any loss, damage, or injury arising from Client entering into any agreement which goes beyond the rights granted to Client and it's Affiliates in this Agreement; The Client's use of the Content must be in compliance with all applicable laws, including, but not limited to, laws and regulations relating to the law of moral rights; Use duplication or disclosure of the Software by the United States is subject to Restricted Rights, as that term is defined in the Department of Defense Supplement to the Federal Acquisition Regulations (FAR), and to paragraph 52.227-19(c)(2) of the FAR; Golden Age Media LLC nor it's respective shareholders, directors, officers, employees, subsidiaries, consultants, agents, suppliers, or affiliates will be liable for general, special, direct, indirect, consequential, incidental or other damages arising out of or in any way connected to this Agreement or from actions by Golden Age Media LLC; Any dispute arising hereunder shall be resolved pursuant to an alternate dispute resolution program mutually agreed upon by the parties. In the event that no such agreement is possible, resolution of the dispute shall be governed by the Rules of Commercial Arbitration of the American Arbitration of the American Arbitration Association before a single neutral arbitrator in Los Angeles, California. In the event it is necessary for any party of this Agreement to undertake legal action to enforce any of the terms, conditions or rights contained herein, or to defend any such action, or to prevent any breach, then the prevailing party in any such action shall be entitled to recover from the other party all reasonable attorney fees, costs and expenses relating to such legal action; This Agreement shall be governed by and construed in accordance with the laws of the State of California; This Agreement may be modified only by a writing signed by both parties hereto; In the event that any provision of this Agreement shall become unenforceable or declared invalid the remaining provisions shall remain in full force and effect; This Agreement shall be binding upon and shall insure to the benefit of the parties their heirs, executors, administrators, legal representatives and assigns; No agency, partnership, joint venture, investment, brokerage, employer-employee, distributor-distributee, or franchisor-franchisee relationship is intended or created herein; This Agreement constitutes the entire understanding of the Parties and supersedes all prior oral or written agreements with no reliance on any statements, representations, or promises other than those expressly contained herein; This Agreement will take precedence over any conflicting documents and will be binding upon and inure to the benefit of the Parties, their successors, and assigns, the rights and remedies thereof being cumulative rather than alternative or exclusive of any other or that allowed by law; This Agreement does not constitute a partnership, join venture, or a relationship between the parties. Each party is an independent entity and not under the control or supervision of the other; Any parties noted below are authorized agents of Golden Age Media LLC respectively, and agree to all the terms of this agreement. Golden Age Media LLC Client