WHEREAS, Company has created the CamContacts Network and the Company Websites, which are Internet-based venues where independent individuals known as Chathosts upload and post photographs, video content, biographical information, contact information and other textual content created by the individual Chathost (hereafter collectively referred to as “Chathost Content”); and

WHEREAS, Company has a free area on the Company Websites, accessible to any adult who registers on the Company’s Websites, which contains an index of participating Chathosts along with Chathost Content; and

WHEREAS, Chathost wishes to promote and advertise ChatHost’s own website or Video Chat services by having the Chathost Content listed, published, exhibited and displayed in a searchable index on the Company Websites; and

WHEREAS, Company is willing to include Chathost Content that is created and supplied by Chathost on the Company Websites and searchable index and to post said Chathost Content on the Company Websites strictly upon the terms and conditions contained herein;

Company’s offer to allow You to use the ComContacts Network and Company’s Websites is subject to all the terms, conditions, limitations and waivers set forth herein. You acknowledge and agree that in consideration for Company’s permission for you to utilize the CamContacts Network and the Company Websites and to become a Chathost on the CamContacts Network and the Company Websites, You accept and agree to all the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and agreements herein contained and for good and valuable consideration, the adequacy and sufficiency of which is acknowledged, the parties, each intending to be legally bound hereby, do promise and agree as follows:

1. Rights Granted To You By Us. Subject to the terms and conditions set forth in this Agreement by Us, We grant to You, the following:

1.1 A non-exclusive, non transferable and revocable license to post advertising, promotional, marketing or biographical content on the Company Websites relating to Your website or to provide live streaming video content to registered viewers, subscribers or members of the CamContacts Network or Company Websites, or to other viewers referred to Your website by the CamContacts Network.

1.2 A limited non-exclusive, non transferable and revocable license to access and download promotional banners, and other promotional materials created by Company for use on Your Website for the exclusive purpose of advertising, marketing or promoting Your participation as a Chathost on the CamContacts Network or the Company’s Website; however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement.

1.3 A limited non-exclusive, non transferable and revocable license to use the Company’s trademarks, the CamContacts Network and CamContacts.com, solely in connection with Your promotion, marketing or advertising of Your website, Your live streaming video services or Your participation as a Chathost on the CamContacts Network or the Company’s Website; however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement.

2. Rights Granted To Us By You and Your Warranties To Us. In consideration of Company providing You with rights granted herein, You agree and warrant as follows:

2.1 That You are a person over the age of eighteen (18) years and that You have the legal capacity and authority to enter into this Agreement and to perform as per the terms of this Agreement.

2.2 By transmitting or providing materials to Us, You automatically grant Company a perpetual, royalty-free, irrevocable, non-exclusive right and license, without restriction or limitation of any kind, to use, reproduce, modify, adapt, publish, translate, transmit, communicate, perform and disseminate, in all media now known or hereafter developed, including without limitation on the Internet, any of the Chathost Content that You submit or supply to Company during the term of this Agreement, and any Derivative Works based on said Chathost Content, and to freely assign and sublicense said Chathost Content.

2.3 That You shall not use the CamContacts facilities to promote any competitor to CamContacts sites.

2.4 Where You, as the Chathost makes an agreement with a Viewer to charge a fee, You represent and agree that You shall not mislead the Viewer with respect to fees or costs. Moreover, You agree that if You advertise that a video feed is Live, that it shall in fact be live and not pre-recorded.

2.5 That You will 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 Website or for the purpose of directing or referring users to Company’s Website. You further acknowledge and agree that We have the right to immediately, and without notice, terminate your participation as a Chathost if we, in our sole and exclusive judgment, conclude that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, warez, IRC posting or any other form of “spamming.” NOTE: WE HAVE ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION AS A CHATHOST WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN ANY PROGRAMS RELATING TO THE CAMCONTACTS NETWORK OR THE COMPANY’S WEBSITE, AND ALL FUNDS OTHERWISE DUE TO YOU UNDER THIS AGREEMENT WILL BE FORFEITED TO THE COMPANY.

2.6 That if we provide You with any banners or other promotional or advertising materials of any kind, You will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided to You by US pursuant to this Agreement in whole or in part, in any manner, at any time anywhere in the World except as authorized by Us in writing.

2.7 That You will not, directly or indirectly, link any of the following content or material to Company’s Website through any hyperlinks maintained or created on Your Website:

(i) Obscene material, including without limitation any material depicting bestiality, rape or torture.

(ii) Any material that is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;

(iii) Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;

(iv) Any material not fully in compliance with the age verification and record keeping requirements of 18 U.S.C. Sec. 2257 et seq., and its related regulations.

(v) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc;

(vi) Any material that is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

(vii) Any material which constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or

(viii) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.

2.8 That any person depicted in any Chathost Content, including without limitation any photographic, filmed or video content, whether live or pre-recorded, that appears on Chathost’s website or that appears on the CamContacts Network or Company’s Websites (a) was at least 18 years of age at the time of the creation of the content; and (b) that You have obtained the legal consent and possess the model release of every person appearing in the Chathost Content.

2.9 That You shall cease to be a Chathost in good standing and shall be subject to immediate termination of all benefits and rights granted to You by Company under this Agreement, without prior notice, if You fail to perform under, or breach any part of this Agreement.

2.10 That if Your participation as a Chathost is terminated for any reason, You cease to be a Chathost in good standing, You change Your Website’s URL or You cease to offer services on the Internet, You shall immediately and permanently cease all use of all materials provided to You by Us through the Chathost program and that You will remove all files containing materials provided to You pursuant by Company, including without limitation any banner ads, from your website, and cease using any Company Trademarks or Trade names

2.11 That You will supply Company with a Federal Tax ID or Social Security Number when requested, and that Your failure to supply that information will constitute a basis for terminating this Agreement and for forfeiting any revenues, fees or commissions to which You would otherwise be entitled under this Agreement.

2.12 That all Your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

3. Limitations Of Your Participation As A Chathost. You acknowledge and agree that Your participation as a Chathost of the CamContacts Network or the Company Websites, and all benefits and rights to which You would otherwise be entitled under this Agreement are subject to the following limitations:

3.1 Only persons over the age of eighteen (18) years may become a Chathost.

3.2 Company shall at all times have the right, in its sole and absolute discretion, to terminate the Chathost program, to cease operating the CamContacts Network or the Company Websites, to change the nature and operation of the CamContacts Network or Company Websites, and to change or terminate any and all benefits relating to Your participation as a Chathost at any time and may do so with or without prior notice or cause.

3.3 Company, in its sole and absolute discretion, shall have the right at any time to change or modify the Chathost Program and any of its terms and conditions. If at any time Company changes the Chathost Program, you shall have the right to withdraw and terminate your participation in the Chathost Program.

3.4 Company has the sole and absolute right and discretion to terminate Yours and any other person’s participation in the Chathost Program at any time and may do so with or without prior notice or cause.

3.5 Any Benefits or rights to which You are entitled under this Agreement are not transferable by You and may be used only by You in association with Your Website while You are participating as a Chathost in good standing, under the terms of this Agreement, with the CamContacts Network and Company Websites

3.6 All materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You by Company as part of the Chathost Program, if any, shall remain the property of Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by Company in writing.

3.7 “CamContacts.com” and “CamContacts Network” are service marks or trademarks of Company. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks.

4. Chathost Program Benefits. You shall be entitled to fees or commissions only as set forth at the “PAYMENT SCHEDULE” link located at www.camcontacts.com. All the terms and conditions set forth at said link are fully incorporated herein by reference and made a material part of this Agreement. Company reserves the right, in its sole and exclusive discretion, at any time to alter or modify the Chathost Program benefits including the method and terms of all payment benefits to Participants. Any changes posted in the “Payment Schedule” link shall be binding upon all Participants, including You, immediately upon posting said changes at that link by Company. It shall be Your sole obligation to check the “Payment Schedule” link to determine if there have been any changes in the Program.

4.1 You acknowledge and agree that You shall not be entitled to any commission or referral fee from Company for any purchase of a product or service offered on or through Company’s Website, including any services or products provided or sold by You, that Company determines, in its sole and absolute discretion, is the result of possible fraudulent activity. You further acknowledge and agree that Company shall have the right, in its sole and absolute discretion, at any time to modify what it determines constitutes possible fraudulent activity.

4.2 All commissions or fees due and payable hereunder shall be payable in United States Dollars and shall survive termination of this Agreement.

5. No Joint Or Collaborative Venture; No Monitoring Or Control Of Your Content By Us. Nothing in this Agreement is intended by Us or You to create or constitute a joint or collaborative venture or partnership of any kind between You and Us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and Company, its employees, agents or assigns.

5.1 You acknowledge and agree that We shall have no control or ownership interests of any kind in Your business or Your Website.

5.2 You acknowledge and agree that You shall have no financial or other interest in Company or any property owned by Company, its affiliates, agents, successors or assigns.

5.3 You acknowledge and agree that Your relationship with Us shall be governed and limited exclusively by the terms and conditions of this Agreement.

5.4 You acknowledge and agree that We have no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by You on, at or in association with Your Website or any of the live video content or communication streamed by You except as specifically set forth in this Agreement.

5.5 You further acknowledge that neither Company nor any employee, associate, agent, assign or successor of Company shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with Your Website, or any of the live video content or communication streamed by You, and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content.

5.6 Removal of User-uploaded Information or Content. Although Company does not exercise editorial, review, supervisory or management of User Content, You acknowledge that Company reserves the right, but not the obligation to inspect from time to time all advertisements, public postings and messages and other User Content on the Company’s Website or the CamContacts Network to ensure that they conform to the content guidelines and policies of Company’s Website and this Agreement. You further acknowledge that Company reserves the right, but not the obligation, in the exercise of Company’s sole and absolute discretion, without any requirement of prior notice to remove any User Content that Company deems objectionable, contrary to this Agreement or illegal.

6. No Guarantees Or Warranties Of Any Kind. You acknowledge and agree that Company makes no guaranties or warranties of any kind with respect to the Chathost Program or materials provided by, through or in association with the Chathost Program, and all materials are provided to you “as is”, and that use of Chathost Program and associated materials, of any kind, is solely at Your risk. 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 the Chathost Program and any and all materials of every kind supplied to You as part of the Chathost Program.

7. Limitations of Company Liability And Liquidated Damages.

7.1 You acknowledge and agree that Company shall not be responsible or liable to You in any way for any damage or injury that You may sustain, including without limitation any physical damage or injury of any kind, from any communication, contact or meeting, whether in person, by telephone, email or by or through any other means, resulting directly or indirectly from any You use of the Network or the Company’s Website, or from messages or communications sent or received by You or other persons through the Network or Company’s Website.

7.2 You acknowledge and agree that the Company does not screen any Users of the CamContacts Network or Company’s Website, has no control over the actions of any Users and makes no representations or warranties whatsoever with respect to the character, safety, identity, veracity, age, health or any other attribute Users of the Website;

7.3 You acknowledge and agree that the Company does not endorse, encourage, recommend, promote or arrange communications or meetings among or between Users of the CamContacts Network or Company’s Website, or any other persons, and You are expected to use common sense and take appropriate measures and precautions to insure Your own personal safety and privacy in the event that You unilaterally choose to communicate with, or meet with any person with whom You have communicated through the use, either directly or indirectly, of the Network or the Company’s Website.

7.4 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 any link to Company’s Website, or arising from or in connection with the use of the Chathost Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company’s services, content or Chathost Program materials, including without limitation any losses due to serve problems or due to incorrect placement of HTML.

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 Your participation in the Chathost Program, 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. Release And Indemnification Of Company By Chathost; Company’s ISP Status.

8.1 You agree that You are solely responsible for any Chathost Content that You submit to Company for publication on the Company Websites.

8.2 You hereby release, discharge, and agree to defend, indemnify and save harmless Company, its legal representatives, agents, licensees, successors and assigns, and all parties acting under Company permission, or with authority from Company, or those for whom they are acting, from and against any and all losses, damages, costs, charges, attorneys fees, recoveries, actions, judgments, penalties, expenses and any other loss whatsoever that may be obtained against imposed upon or suffered by all or any of them which may arise from the use of any Chathost Content submitted or supplied to Company by You at any time during the term of this Agreement, even should the same subject You to ridicule, scandal, reproach, scorn or indignity, and from any liability as a result of any distortion, blurring or alteration, optical illusions or use in composite form, either intentionally or otherwise, that may occur or be reproduced in the taking, processing or reproduction or the finished product, or its publication, transmission or distribution, or which may arise from any breach of any warranty, representation, covenant or agreement made by You. You hereby waive any claim that You may have or may assert for alleged violation of privacy, defamation or libel by the use of any Chathost Content submitted or supplied to Company by You at any time during the term of this Agreement.

8.3 You agree that You shall defend, indemnify, and hold harmless Company, its successors, assigns, parents, subsidiaries, affiliates, licensees and sub licensees and their respective officers, directors, agents and employees, from and against any action, suit, claim, damages, liability costs and expenses (including reasonable attorney’s fees), arising out of or in any way connected with any breach of any representation or warranty made by You herein or any claim based on any allegation that any of the Chathost Content submitted by You to Company infringes any intellectual property rights or another rights of any third party on account of the use of the Chathost Content by Company as contemplated within the scope of this Agreement. You further agree that Your indemnification obligations, as set forth herein, shall survive the termination of this Agreement.

8.4 For the purposes of any enforcement of rights arising under this Agreement, You agree that Company shall be deemed to be an Internet Service Provider (“ISP”) as that term is defined in the Digital Millennium Copyright Act (“DMCA”) for all claims arising thereunder, and that Company shall also be deemed to be an Interactive Computer Service as that term is used in the Communications Decency Act. You further agree that You shall give notice and comply with the notification procedures of the DMCA and that Company will have, and shall fully benefit from, the safe harbor provisions set forth in the DMCA regarding ISPs, the liability limitations, Good Samaritan and other provisions pertaining to Interactive Computer Services set forth in 47 U.S.C. § 230 (c) et seq., and all similar notice and other provisions limiting or otherwise insulating the liability of ISPs and Interactive Computer Services pursuant to the statutory or case law of the United States, any state or territory thereof, or any jurisdiction in which You or Your assigns elect to bring any claim against Company, or any of Company’s assigns or sub-licensees, relating to any of the rights granted to Company hereunder.

9. No Representations Of Success Or Profitability. You hereby confirm and acknowledge that You have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither Company, any agent or representative of Company, nor any other person 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 participation in the Chathost Program as set forth in this Agreement 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 the promotion of Your Website or any other purpose; or

(c) The existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Chathost Program pursuant to this Agreement.

9.1 You expressly acknowledge and agree that the success any of its business endeavors which involve Your participation in the Chathost Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of 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 agree not to raise any claim of any kind against Company and You agree to hold Company harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in the Chathost Program pursuant to this Agreement.

10. No Monitoring Or Supervision Provided By Us. We shall not monitor, supervise or review, and shall not be responsible for Chathost Content of any nature appearing or otherwise distributed on, at or in association with Your website including without limitation any photographic or graphic content, audio content, recorded video or film content or live video content which You may provide as a Chathost or otherwise. You assume the full and sole responsibility and liability for the decision to display or include content on Your website, to distribute or make the content available to the viewers of Your website in various geographical areas, and for all decisions relating to the manner in which You permit or restrict access to Your website.

11. Term And Termination Of Agreement. You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the Chathost Program may be terminated by Company, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.

11.1 In the event that this Agreement or the Chathost Program is terminated by Company, You shall be entitled to all due unpaid commissions or referral fees earned by You, under the terms of this Agreement, prior to the date and hour of termination and not after said termination.

12. Notices To Company Or To Chathost. Notices from the Company to Chathosts may be given by means of electronic messages, by general posting on the Company’s Website. Communications from Chathosts to the Company may be made by electronic messages or conventional mail, unless otherwise specified in the Agreement.

12.1 All questions, complaints, and notices to Company by means of electronic mail must be sent to Customer Service at the following address:

CC Network (Asia) Limited
Unit 801, 8th Floor, Pacific House
20 Queen's Road
Central, Hong Kong

12.2 Further contact information for the Company can be found at http://www.camcontacts.com/contactus.html.

13. Entire Agreement; Modification; Assignment. This Agreement constitutes the entire agreement between You and Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.

13.1 You agree that Company may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to You hereunder either with or without notice. We may modify other terms and conditions at any time upon e-mail notice to You or by posting on Company’s Website.

13.2 You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable of have any effect unless first reduced to writing and signed by Company’ duly authorized representative.

13.3 You acknowledge and agree that the failure of Company to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.

13.4 You agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they nor any benefits hereunder may be assigned by You to any other person or entity.

13.5 You agree that Company may at any time, and without prior notice to You, freely assign all or part of its duties, obligations and benefits hereunder.

14. Jurisdiction Of All Legal Disputes This Agreement shall be governed by and construed under the laws of Hong Kong, China, as applied to agreements between parties entered into and to be performed within Hong Kong, China. You agree that all legal disputes arising out of this Agreement shall be resolved in the courts of applicable jurisdiction in Hong Kong, China.

15. Unenforceability Of Provisions. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination.

16. Acceptance And Execution Of This Agreement. By supplying Company with all the required information to sign You up to the Chathost Program, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.