Web Site Space License Agreement

THIS WEB SITE SPACE LICENSE AGREEMENT is entered into this on this date by and between Tri-Tech Internet Services, Inc. ("COMPANY") and You (for purposes of this agreement, "YOU" and "YOUR" means you and any entity in which you have an ownership interest, or which has as an ownership interest in you. (Collectively referred to herein as the "PARTIES").

COMPANY is an Internet service provider of telecommunication services using wide area computer networks, including, without limitation, the Internet. Under the terms and conditions set forth in this AGREEMENT, Tri-Tech is willing to grant to YOU a nonexclusive and limited license for the use of a part of the data storage and Internet transmission capacity of COMPANY’s equipment (i.e., to provide “web site hosting services”) for the exclusive purpose of assisting YOUR legal transmission of lawful matter, comprising digital data, stored in or on your own Web Site Space (“YOUR CONTENT) to individuals accessing Your Content via the Internet.

You acknowledge that YOU will have sole and exclusive control over and responsibility for the selection of the CONTENT of all matter stored in your Web Site Space as well as sole and exclusive responsibility for all persons that you allow to access your Web Site, and to whom you transmit Your Content.

You further acknowledge that COMPANY shall not in any way participate in the creation, selection, control, editing or monitoring of any of the Content of your WEB SITE, or the persons receiving, viewing or accessing Your Content;

THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, and other good and valuable consideration hereby acknowledged to be received, the PARTIES hereto agree as follows:

1. GRANT OF LICENSE RIGHTS AND LIMITATIONS

1.1 During the term of this Agreement, COMPANY agrees to provide to YOU, at no cost, a non-exclsuve license to use up to 15 Megabytes of storage space on COMPANY’s equipment for the exclusive purpose of storing and serving YOUR Web Site Content via COMPANY’s equipment for purposes consistent with this Agreement.

1.2 Although the aggregate bandwidth You may use in connection with YOUR Web Site is not limited by COMPANY, YOUR Web Site must be used primarily for the display of HTML pages and not streaming video or video files. Company reserves the right, in its sole and absolute discretion, to terminate this Agreement if it concludes that there is the use of streaming video, or video files on YOUR Web site.

2. TERM

The term of this AGREEMENT is at will, and may be terminated at any time and with immediate effect by either COMPANY or YOU upon written notice or otherwise as provided herein.

3. TERMINATION PROVISIONS

COMPANY may terminate this AGREEMENT and cease transmission of data associated with YOUR WEB SITE immediately and without notice if COMPANY, in its sole discretion, deems that YOU have breached any part of this AGREEMENT, including, without limitation, any warranty or obligation set forth in this Agreement.

4. GROUNDS FOR TERMINATION

Grounds for immediate termination of this AGREEMENT without notice include, but are not limited to, the following:

4.1 Long term inactivity or non-use of YOUR WEB SITE SPACE, i.e., if there are no hits or edits on the Web Site or any page of the Web Site for 60 days

4.2 Providing Company with incorrect contact information, including electronic and postal addresses;

4.3 Company believes or is informed that YOU are not over the age of majority;

4.4 Company believes or is informed that YOU have violated any of the terms, conditions, warranties, or promises in this AGREEMENT or any subsequent modification of it;

4.5 Company believes or is informed YOUR WEB SITE has any materials which infringes the copyright rights, or any other intellectual property rights of any person or company;

4.6 Company decides to end the whole program or just YOUR Agreement with Company, which Company reserves the right to do, in its absolute discretion, at any time, and with reason or no reason as it deems appropriate in its sole and exclusive discretion.

4.7 YOU agree that in the event that COMPANY believes that YOU have breached any provision(s) of Paragraph 5 of this Agreement, specifically subparts 5.6, 5.7, 5.8 or 5.9, COMPANY in its sole and absolute discretion, at any time and without prior notice to YOU, may without any liability to YOU, and in addition to any other remedies, erase or purge such materials from COMPANY’s equipment.

5. YOUR OBLIGATIONS, DUTIES, REPRESENTATIONS AND WARRANTIES

You hereby acknowledge and agree that COMPANY’s willingness to enter into this Agreement is based on various material representations, warranties and guarantees made by you and relied upon by COMPANY, as set forth in detail in this paragraph:

5.1 You agree, at all times, to maintain a banner on your Web Site that states your Web Site is a member of the Cybersex Network.

5.2 You agree not to use any other Age Verification System with respect to your participating Web Site other than CyberAge/CyberSex Network/Ugas;

5.3 You agree that you will deny access to anyone who attempts to enter or view the Contents of your Web Site unless that person uses a valid CyberAge/CyberSex Network/Ugas AVS password or access code;

5.4 You agree that you will not advertise banners and/or links to any other Age Verification Company;

5.5 YOU agree and warrant that all of YOUR use of WEB SITE SPACE and Company’s equipment and all sales and distributions, by any and all means, of any type(s) CONTENT including, but not limited to executable files (e.g., .EXE), digitized audio/visual files (e.g., MP3), or archived copies of copyrighted works (.ZIP); goods, including, but not limited to videotapes and CD-ROM products, and any type of services by YOU, which are advertised and/or promoted by, or are in any other way directly or indirectly associated with YOUR use of WEB SITE SPACE or Company’s equipment, shall at all times comply with all laws, including, but not limited to, all federal, state and local laws throughout the United States of America.

5.6 YOU affirmatively represent, agree and warrant that YOU have and at all times shall have all necessary intellectual property rights, including, but not limited to, all copyrights, trademark and service mark rights and rights of publicity, both in the United States and throughout the world, to reproduce and disseminate, via the Internet, all data which YOU store in WEB SITE SPACE or which YOU otherwise promote, advertise, disseminate and/or distribute to anyone by YOUR direct or indirect use of WEB SITE SPACE or COMPANY’s equipment.

5.7 YOU agree and warrant that no data or other matter YOU store on or allow to be transmitted by COMPANY’s equipment shall constitute or contain material which is harmful, violent, threatening, abusive, hateful, libelous, slanderous, defamatory, or any material which constitutes an infringement, misappropriation or violation of any person’s intellectual property rights, including without limitation, copyrights, trademark rights, rights of publicity, patent rights, privacy rights and all other personal and proprietary rights.

5.8 YOU agree and warrant that YOU will neither store on nor allow to be transmitted by Company’s equipment any data or other matter which constitutes child pornography or which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age, regardless of their actual age) or by a performer who is portrayed or made to appear, as a person under the age of 18 years of age by virtue of the advertising, script, make-up, demeanor, costuming, setting, etc. In connection, therewith, YOU represent and warrant that you will not store or allow to be transmitted by Company’s equipment any sexual materials, like photographs or other visual images, which do not comply with federal labeling and record-keeping laws, specifically 18 U.S.C section 2257.

5.9 YOU agree and warrant that all data, visual materials, advertising and other matter YOU store on or allow to be transmitted by COMPANY’s equipment shall be solely for entertainment and/or educational purposes and that YOU shall assume the sole responsibility and duty to ensure that all such data, visual materials, advertising and other matter shall only be transmitted exclusively to willing adults and only to places in which such materials comply with contemporary community standards.

5.10 YOU agree and warrant that all data, visual materials, advertising and other matter YOU store on or allow to be transmitted by COMPANY’s equipment shall not violate any State or Federal laws concerning obscenity and that YOU shall assume the sole responsibility and duty to ensure that all such data, visual materials, advertising and other matter shall only be transmitted exclusively to willing adults and only to places in which such materials comply with contemporary community standards; and you further agree and warrant that YOUR CONTENT shall not contain any depictions of urination or other excretory functions, bestiality, “fisting,” incest, rape, sexual assault, actual physical violence, torture or disfigurement.

5.11 YOU agree that COMPANY’s agent for receipt of any claim of alleged infringement of copyright, or any other intellectual property rights of any kind shall be reorted to legal@cyberage.com, whose address is 425 E. Colorado Suite 560, glendale CA 91205 .

5.12 YOU agree and warrant that any and all material(s) of every kind which YOU store in WEB SITE SPACE or transmit using COMPANY’s equipment shall at all times be free from any and all damaging software defects, including, but not limited to, software “viruses,” “worms,” “Trojan Horses,” and other source code anomalies, which may cause software or hardware disruption or failure, reduced computer operating speed, or compromise any security system.

5.13 YOU agree and warrant that YOU shall not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of “spamming” as a means of promoting YOUR WEB SITE, or for any other purpose, directly or indirectly affiliated or related to YOUR WEB SITE.

5.14 YOU agree and warrant that YOU shall not engage in any false, deceptive or fraudulent activities in association with YOUR WEB SITE or use of WEB SITE SPACE or COMPANY’s equipment.

5.15 You shall not use any of the equipment, storage or server space provided by COMPANY to YOU pursuant to this Agreement as a storage site for files callable from any other site or any remote server.

5.16 YOU hereby represent and warrant that at the time you enter into this Agreement YOU are over eighteen (18) years of age ( or twenty-one (21) in places where eighteen years is not the age of majority) and are fully competent to enter in to this AGREEMENT.

6. NO GUARANTIES OR WARRANTIES BY COMPANY

6.1 COMPANY disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to any and all information, services, products, equipment, bandwidth, telecommunication services or connectivity provided through or in connection with this AGREEMENT, and COMPANY hereby expressly disclaims any and all warranties, including without limitation: (A) any warranties, guaranties or representations as to the performance, availability, quality, quantity, content or other characteristics of any services or goods provided to YOU hereunder; and (B) any warranties, guaranties or representations regarding the potential volume of patronage of YOUR WEB SITE or any other person's or entity's web site or web page.

6.2 YOU hereby confirm, that YOU have unilaterally decided to enter the on-line and/or web site service business and that these are high risk businesses. YOU further confirm, understand, acknowledge and expressly agree that neither COMPANY, any agent or representative of COMPANY, nor any other person is currently representing or otherwise directly or indirectly communicating in any manner herein or otherwise, nor has at any time in the past, represented to YOU or has otherwise directly or indirectly communicated in any manner to YOU any guarantee, reassurance or any other communication of any kind regarding: (a) the potential profitability or likelihood of success of YOUR endeavors through the use of WEB SITE SPACE or COMPANY’s equipment as set forth herein or otherwise;

(b) the possibility or likelihood that use of any products and/or services provided by COMPANY pursuant to this AGREEMENT can or will result in the recoupment of any funds expended by YOU for any purpose; or

(c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve YOUR use, in any manner, of WEB SITE SPACE or COMPANY’s equipiment pursuant to this AGREEMENT.

6.3 YOU expressly acknowledge and agree that the success any of its business endeavors which involve YOUR use, in any manner, of WEB SITE SPACE and/or COMPANY’s equipment pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of its advertising and promotion, YOUR administrative capabilities, etc., and that the ultimate success or failure of YOUR business rests with YOU and not COMPANY. YOU further expressly agrees not to raise any claim of any kind against COMPANY and to hold COMPANY harmless from any claim of financial investment loss to YOU directly or indirectly resulting from YOUR decision to use WEB SITE SPACE and/or COMPANY’s equipment pursuant to this AGREEMENT.

7. COMPANY’S LIMITED LIABILITY AND LIQUIDATED DAMAGES

7.1 You acknowledge and agree that under no circumstances shall COMPANY, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to product, service or equipment of any kind supplied to YOU by COMPANY, or due to any mistakes, omissions, delays, errors, defects, interruptions in the transmission, or receipt of Company’s services, products or equipment.

7.2 COMPANY shall not be liable for any damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any communication, advertisement, or other materials of any kind comprising in whole or in part YOUR use of Web Site Space or COMPANY's Equipment.

7.3 COMPANY shall in no event be liable to YOU, your customers or any third party for any loss resulting from any negligent or unintentional act of COMPANY, and YOU specifically agree that COMPANY does not owe YOU any duty of care with regard to COMPANY's performance of its obligations under this agreement. Without limiting, and in addition to the foregoing, COMPANY shall not be liable for any losses resulting from a failure of computer equipment, or in the event that COMPANY intentionally takes down some or all of its computer equipment or network, whether for maintenance or otherwise. You acknoweldge and agree that is YOUR duty to maintain primary storage of YOUR website content on YOUR premises, and that COMPANY will have no liability for the accidental or intentional destruction of any data stored on COMPANY’s equipment, regardless of the cause. COMPANY shall not be liable for any damages or claims by YOU or any other person as a result any malfunction, cessation of operations and/or any other act or omission, even if, in any such case, COMPANY has been advised of the possibility of such damages.

7.4 COMPANY shall in no event be liable to YOU, your customers or any third party for any loss resulting from any failure to perform its obligations under this Agreement because of acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other cause beyond COMPANY’s direct control, including but not limited to. the issuance of an injunction or seizure order by a court of competent jurisdiction prohibiting COMPANY from carrying on its day-to-day operations as contemplated under this Agreement or an order by any regulatory, administrative, judicial or legislative body, which shall temporarily suspend or permanently terminate COMPANY’s ability to provide YOU with the use of YOUR Web Site and/or COMPANY’s equipment pursuant to this Agreement.

7.5 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should COMPANY, its officers, employees, successors, or assigns be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from any of the services, products or equipment supplied to YOU pursuant to this Agreement, that the total dollar amount of liquidated damages for any and all of Your claims, injuries, damages or losses shall not exceed a total of ten dollars ($10.00).

8. YOUR INDEMNIFICATION OF COMPANY

8.1 YOU agree that YOU shall fully indemnify COMPANY, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs and expenses, attorney's fees, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of YOU or YOUR agent(s)to fully comply with all YOUR duties, obligations, representations, guaranties and warranties as set forth in this Agreement.

8.2 YOU further agree to indemnify and hold harmless COMPANY, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of YOU or YOUR agents in connection with the performance of this AGREEMENT.

9. NO JOINT VENTURE OR PARTNERSHIP CREATED

Nothing in this AGREEMENT is intended by the PARTIES to create or constitute a joint or collaborative venture or partnership of any kind between COMPANY and YOU, nor shall anything in this AGREEMENT be construed as constituting or creating any such joint or collaborative venture or partnership between COMPANY and YOU.

10. SERVICES RENDERED ON A NON-EXCLUSIVE BASIS

Any and all services which are or may be provided to YOU by COMPANY pursuant to this AGREEMENT, including the licensure of rights herein, are not exclusive and nothing in this AGREEMENT shall limit or restrict COMPANY from providing similar services and granting similar licenses to third parties regardless of whether such third parties are competitors of YOU. Nothing in this AGREEMENT shall limit or restrict COMPANY from engaging in any activities similar to YOURS, or in competition with YOU.

11. NO EDITORIAL CONTROL BY COMPANY OVER CONTENT

11.1 COMPANY and YOU hereby acknowedge and agree that YOU alone are solely responsible for the nature and content of what YOU choose to store on COMPANY’s equipment or disseminate through your WEB SITE using COMPANY’s equipment and that COMPANY has no editorial or other control of any kind over the substantive content of data, advertisements, communications, messages and other materials which YOU shall store in WEB SITE SPACE, and/or otherwise disseminate via the use of COMPANY’s equipment; and that COMPANY shall not engage in, nor have any responsibility for any monitoring of the substantive content comprising YOUR WEB SITE or WEB SITE SPACE

11.2 Notwithstanding the foregoing, if in COMPANY’s sole discretion and judgment COMPANY concludes that the material YOU have stored on COMPANY’s equipment and which YOU disseminate through YOUR WEB SITE violates this AGREEMENT or constitutes illegal material, COMPANY reserves the right to remove and purge that material from COMPANY’s equipment and storage space on COMPANY’s equipment, and to terminate this Agreement. Such termination or service or removal of content may be done at any time, without prior notice to you and may be effected by use of a computerized detection and removal program.

12 COOPERATION WITH LEGAL PROCESS AND INVESTIGATION

12.1 You acknowledge and agree that any Information or Content that You put on COMPANY’s servers is intended by YOU as a communication made available to any and all members of the public and that consequently YOU have no expectation of or request for privacy in any files or other materials YOU upload to COMPANY’S servers.

12.2 Your further acknowledge and agree that COMPANY will fully and completely cooperate with any official law enforcement investigation, and may choose, in its sole and unfettered discretion, to provide information of any kind to such law enforcement officials without the need for an official subpoena or search warrant. In addition, should COMPANY be made aware that a third party is conducting an investigation that involves a violation of these terms and conditions (for example, if an internet service provider is investigating the source of spam sent through its mail servers but promoting a site that the spammer created on Cybersex Network), COMPANY may choose, in its sole and unfettered discretion, to provide information of any kind to such third party without the need for a formal subpoena or other legal process.

13. NO ASSIGNMENT BY YOU; ASSIGNMENT BY COMPANY

13.1 This AGREEMENT and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by YOU without COMPANY’s prior written consent.

13.2 COMPANY may assign or licensee any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion at any time, without any prior notice to you.

14. NO THIRD PARY RIGHTS

This Agreement is not for the benefit of any third party, and shall not be deemed to grant any right or remedy to any third party whether or not referred to in this Agreement.

15. GOVERNING LAW/ ARBITRATION/ JURISDICTION AND VENUE

15.1 This Agreement shall be governed by and construed under the laws and judicial decisions of the State of California and the United States as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

15.2 Any and all disputes as to the interpretation of or any performance under this Agreement which are not first resolved informally, shall be determined by binding arbitration in Los Angeles, California, in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States.

15.3 Nothing in this paragraph shall preclude either party from seeking and obtaining any injunctive relief or other provisional remedy available in a court of law, including, specifically, COMPANY’s right to prejudgment attachment and expedited discovery. In addition to the foregoing, the parties hereto hereby agree that as part of the consideration for this Agreement, they waive the right to a trial by jury for any dispute arising between them that is in any way related to the subject matter of this Agreement, provided that the arbitration provisions of this paragraph are waived or are otherwise inapplicable. Should any legal fees, costs, or other expenses be incurred by any party to enforce this arbitration and jury waiver provision, the prevailing party shall be entitled to recover such legal fees, costs, or other expenses without regard to whether such party prevails in the underlying case.

15.4 Notwithstanding the foregoing, if for any reason any matter or dispute arising under this Agreement is not resolved by binding Arbitration, or if any of the proceedings or decisions of the Arbitration must be enforced by a court of competent jurisdiction, Licensee agrees that in case of any litigation regarding this Agreement or the various subject matters hereof, that the venue for such litigation shall be, depending on by the subject matter of the dispute, either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles, or the United States District Court for the Central District of California, Western Division. Licensee hereby consents and stipulates to the jurisdiction of the Courts of the State of California and the United States District Court, Central District of California, Western Division.

16. NOTICES

All notices, payments, statements or other documents that any party to this Agreement is required to or elects to give to the other party hereto will be in writing and will be delivered in one of the following ways: (a) by personal delivery; (b) by addressing the notice to COMPANY at 425 E. Colorado Suite 560, glendale CA 91205 ., and to YOU at the address YOU have supplied to COMPANY in YOUR APPLICATION and depositing the same registered or certified mail, postage prepaid, in the United States mail; (c) by Federal Express; (d) by facsimile transmission; or (e) by E-mail and transmission by first class U.S. mail. In addition, COMPANY may provide notice of any changes to these Terms and Conditions by posting notice of such change on the front page of its web site located at http://www.**~**~* ~ com, such notice, statement or other document so delivered, except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when actually received (personal delivery, Federal Express, facsimile transmission or Email), or three (3) business days after.

17. INVALIDITY

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included.

18. SEVERABILITY

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

19. CONSTRUCTION

For purposes of construction, this Agreement shall be deemed to have been drafted by both Licensor and Licensee.

20. WAIVERS

A waiver by either party of any term or condition of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for any similar instance in the future of of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.

21. ATTORNEY'S FEES

If suit, action or arbitration is brought to enforce or interpret any provision of this Agreement, or the rights or obligations of any party hereto as they relate to the subject matter of this Agreement, the prevailing party shall be entitled to recover, as an element of such party’s costs of suit, and not as damages, all reasonable costs and expenses incurred or sustained by such prevailing party in connection with such suit or action or arbitration, including, without limitation, attorneys’ fees and expenses and court costs.

22. ENTIRE AGREEMNT.

This AGREEMENT constitutes the entire agreement of the PARTIES with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of COMPANY or YOU has any authority to make any representation or promise in connection with this AGREEMENT or the subject matter thereof which is not contained expressly in this AGREEMENT; and, COMPANY and YOU hereby acknowledge and agree that neither COMPANY nor YOU have entered into this AGREEMENT in reliance upon any such representation or promise.

23. We are not accepting any NEW Webmaster applications from the following countries…
Russia, Indonesia, Armenia, Iran, Iraq, Turkey, Israel, Libya, Jordan, Ukraine, Belarus, Romania, Malaysia, Afghanistan, Pakistan, Lebanon, Netherlands, Yugoslavia, Belgium, Philippines, Czech Republic, Estonia, Croatia, Hungary, Lithuania, Bulgaria, Slovenia, Bosnia/Herzegovina, Kazakhstan, Cyprus, Albania, India, Kuwait, Moldova, Slovak Republic, Thailand, and Uzbekistan.

24. MODIFICATION BY PARTIES HERETO