CONDIZIONI GENERALI

2257 Compliance Statement
shall mean the statement referenced in 28 CFR75.6, including in future amendments thereof, if any.

2257 Regulations and Child Protection Act
shall mean the regulations set forth at 18 U.S.C. §2257 et seq., 18 U.S.C. §2257A et seq., and 28 CFR Part 75 et seq., and in future amendments thereof, if any. The term “2257 Regulations” shall also mean The Child Protection Restoration and Penalties Enhancement Act

Advertiser
The person, body, company, or other entity defined in law as capable of being sued, who wishes to upload content to the service.

Advertisers Websites
shall mean any and all websites, online destinations,and all referral pages that Advertiser owns and/or controls that Advertiser designates as the location(s) to which traffic referrals from Advertisers use of the Service is (are) to be directed. Advertiser expressly agrees and warrants that all of Advertisers Websites, and their operation, shall at all times be compliant with all laws and regulations applicable thereto, including, without limitation the 2257 Regulations, all obscenity and child pornography laws, the Restore Online Shoppers’ Confidence Act and the CAN-SPAM Act. Advertiser expressly agrees and warrants that none of the Advertisers Websites, or their operation, shall infringe any right of any person or entity.

Company
Net-Promotion SA (Switzerland Reg. No. CH-645.4.108.680-4)- More details upon request.

Content
Means recorded content of every kind, including, without limitation, digitized copies of photographic, videographic, audio, audiovisual, haptic, graphical and/or textual works. Without limiting the foregoing, the Parties agree that the term “Content” shall expressly include all Licensed Works and all Promotional Materials, including, without limitation any and all advertisements, and any and all descriptive data associated with such materials, that Advertiser submits, uploads or otherwise provides for use in, at, on, through and/or in association with, the Service, including, without limitation, for publication in, at, on, through, and/or in association with, the SessoGratis Website.

Copyright Agent
shall mean a designated agent of an online service provider (“OSP”) as defined under Subsection 512(c) of the U.S. Copyright Act

Derivative Works
Shall mean any and all modifications, re-creations, duplications, reproductions, and compilations, of every kind, of Licensed Works, whether produced by standard photographic or recording techniques, by computer or by any other device or process, regardless of whether any or all such derivations are produced intentionally or otherwise. The term “Derivative Works” shall also include, without limitation, works in which Licensed Works and/or parts or components thereof are compiled or merged with other material, including, without limitation, music, text, hyperlinks, photographs, computer representations of body parts of other persons, haptic data, tactile data, game control data, digital samples, computer instructions, browser formatting, digital rights information, metadata, advertising, and promotional material.

Licensed Works
Any and all Content of every kind that Advertiser and/or Advertisers agent(s) provide for use in, at, on, through, and/or in association with, the Service during the Term of this Agreement, including, without limitation, any and all Promotional Materials, and any and all materials submitted for publication in, at, on, through, and/or in association with, the SessoGratis Website. Advertiser acknowledges and agrees that each item of Content that Advertiser or Advertisers agent transmits to or otherwise provides to the Service, including, without limitation each item of Content Advertiser and/or Advertisers agent uploads to Company’s and/or Operator’s computer(s) shall be deemed to be indisputably and irrevocably intended by Advertiser to be a Licensed Work that is non-exclusively licensed to Company for any and all uses now known or hereinafter invented on, in, at, through, and, in association with, the Service, including, without limitation, in, at, on, through, and/or in association with, the SessoGratis Website.

Operator

Any company, body, or other legal entity, chosen by the Company to operate the Service on the Company’s behalf.

Parties
Advertiser, Company and Operator will be jointly referred to herein as “Parties”.

SessoGratis Website
The SessoGratis website accessible at http://SessoGratis.com, or Services that are accessable via subdomains of the SessoGratis.com domain.

Producer
shall have the meaning set forth for the term “Producer” in 28 CFR75.1(c) <Click HERE to see 28 CFR 75.1> (http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&rgn=div8&view=text&node=28:2.0.1.1.30.0.17.1&idno=28)

Promotional Materials

Advertisements, and other promotional content of any kind provided to Operator for use in association with the Licensed Works and/or Advertisers use of the Service, including, without limitation, any and all promotional photographic works, promotional trailers and video clips, banner ads, animated gifs, advertising graphics, advertising art, advertising copy, synopses, descriptive data, performer data, ratings, and comments.

Service
The service known as SessoGratis and all services provided by Company and/or Operator in association therewith, including, without limitation, services that provide to advertisers, such as Advertiser, the means and ability to upload Content to the SessoGratis Website, publish such Content to Users of the SessoGratis Website, and generate through, or in association with, such publication of Content, referral traffic to advertisers’ websites, such as Advertisers Website(s).

Terms & Conditions
The total contents of this document that the Advertiser must adhere to make use of our service.

“Users” and “SessoGratis Website users”
Shall interchangeably mean users of the SessoGratis Website and/or the Service, including, without limitation, visitors, customers, members, subscribers, advertisers, users of services provided by Company on, in, at, through, and/or, in association with, the SessoGratis Website(s), and any and all participants in programs provided by Company in association with the SessoGratis Website and/or the Service.

Conditions of Use
Grant of License
Subject to, and expressly conditioned upon, the Advertisers compliance and performance of all of conditions and obligations set forth in these Terms & Conditions, and any subsequent agreement, or subsequent revision of the Terms & Conditions or any agreement, the Company hereby grants to the Advertisers, a nonexclusive, limited license, for the agreed period to:

(i) publish Licensed Works and Promotional Materials through the Service via the use of the SessoGratis Website, provided all such works and materials comply with all conditions set out within these Terms & Conditions, and any subsequent agreement(s);

(ii) access the Company’s and Operator’s computers for the sole purpose of uploading Licensed Works and Promotional Materials to effectuate Advertiser’s publication of such content via the use of the SessoGratis Website.

The Company and the Operator, at either party's sole discretion, may choose to temporarily, or irrevocably, revoke, suspend, or modify, this license at any time, without notice, notification, or reason. The Advertiser understands, acknowledges, and accepts that neither the Company nor the Operator, either jointly or severally, shall be liable in any way what so ever, for any losses either direct, indirect, consequential, or any other losses incurred, due to any action taken by the Company or the Operator in relation to this license. Without limiting the foregoing, and notwithstanding the foregoing or anything else in these Terms & Conditions, or any subsequent agreement, the Advertiser acknowledges and agrees that Company and Operator shall at all times have the unlimited right to block and otherwise prevent the uploading, storage, display, publication and/or transmission of any or all Licensed Works and/or Promotional Materials, or other works and/or materials without cause or explanation.

Rights Recapture
The Advertiser hereby agrees and expressly warrants that, to the fullest extent permissible by law, that neither the Advertiser, nor any performer depicted in any Licensed Work and/or Promotional Material shall recapture or attempt to recapture any of the rights granted above. The Advertiser agrees to fully indemnify Company, Operator, and other indemnified Parties, for any and all damages resulting from any such recapture or attempted recapture of rights.

No “Harmful Code”
The Advertiser agrees that neither the Advertiser, nor any person under Advertiser’s control, shall upload to SessoGratis, the Service, or any of Company’s or Operator’s computers any materials or code of any kind that:

contains any harmful, malicious or damaging code or software, any viruses or any other devices that are designed, or intended, to disrupt, damage, gain access to company or 3rd party data, limit, or interfere with the proper functioning of any software, hardware, or telecommunications equipment, including, but not limited to, computer viruses, Trojan Horses, worms, or spyware;

provides a “backdoor”, or any other method of unauthorised access, to the Company’s, Operator’s, or 3rd party systems, or any code that comprises or introduces any hyperlink, cookie or other unauthorised embedded instruction into Company’s or Operator’s computer(s), in any way, into any Licensed Work, Promotional Materials, or other content, without Company’s express prior written consent.

Unlawful Use
The Advertiser nor any person under Advertiser’s control shall engage in any form of illegal conduct directly, or indirectly, in association with the SessoGratis Website and/or the Service, including, without limitation, (i) in association with any prohibited business practice, including, without limitation, any activity prohibited by the Restore Online Shoppers Confidence Act, the CAN-SPAM Act, any false advertising law and/or any rule promulgated by the Federal Trade Commission, (ii) in association with the providing of any service or product, requiring a license or other credential that the Advertiser does not possess, or (iii) in association with any advertisement, promotion, marketing or offer to buy or sell any illegal products or services, or any controlled substances in, at, on, through, and/or in association with, any of Advertiser’s Websites, including, without limitation, in association with any pharmaceutical products, tobacco products, online gambling, or prostitution;

The Advertiser agrees and expressly warrants that Advertiser will not designate as any traffic referral destination any website or other location that comprises or contains any matter that is unlawful or violates any rights of any person or entity. Advertiser agrees and expressly warrants that the Advertiser shall only designate Advertiser’s Websites as traffic referral destinations resulting from Advertiser’s use of the Service, and the Advertiser further agrees and warrants that all of the Advertiser’s Websites, as well as their management and operation, shall at all times be fully compliant with all applicable laws and shall not infringe or violate any person or entity’s rights.

No Representations Of Success Or Profitability
The Advertiser hereby confirms and acknowledges that the Advertiser has unilaterally decided to enter into the adult entertainment business and the Advertiser expressly acknowledges that adult entertainment businesses are potentially high-risk ventures.

The Advertiser further confirms, acknowledges and expressly agrees that neither Company nor Operator, nor any of their respective agents or representatives, nor any other person, has at any time in the past, represented to the Advertiser, or has otherwise directly or indirectly communicated in any manner to the Advertiser, any guarantee, reassurance, or any other communication of any kind regarding:

(i) the potential profitability or likelihood of success of the Advertiser’s participation in the Service or any other Company Program;

(ii) the possibility or likelihood that use of any of the services provided pursuant to these Terms & Conditions, or subsequent agreement can or will result in the recoupment of any funds expended by the Advertiser in association with the subject matter of these Terms & Conditions, or subsequent agreement;

(iii) the existence, nonexistence, size or any other characteristics of any market for any products or services available via the Advertiser’s Website(s), or any other products or services involving the Advertiser’s participation in the Service or any other Company Program.

The Advertiser expressly acknowledges and agrees that the success of any business endeavor, including, without limitation, the Advertiser’s business, and the Advertiser’s use of the Service pursuant to these Terms & Conditions, or subsequent agreement, is subject to numerous factors, such as the effectiveness of advertising and promotion, administrative capabilities, etc., and that the ultimate success or failure of the Advertiser‘s business rests with the Advertiser and not the Company or Operator. The Advertiser further expressly agrees not to raise any claim of any kind against the Company, Operator or any of the other related parties, and the Advertiser expressly agrees to hold the Company, Operator and the other related parties harmless from any claim of loss to the Advertiser, directly or indirectly resulting from the Advertiser’s decision to use the Service.

No Reliance On Other Representations
The Advertiser acknowledges and affirms that the Advertiser has not agreed to these Terms and Conditions, or to any subsequent agreement, in reliance on any representation or promise by any of the Company’s or Operator’s respective principals, officers, directors, other principals, shareholders, employees, representatives, agents, attorneys, affiliates, assigns or successors that is not expressly set forth in these Terms & Conditions, or subsequent agreement.

Non Competitive
The Advertiser expressly agrees and warrants that neither the Advertiser nor any of the Advertiser’s Websites shall directly or indirectly provide to any third party, at any time, any content publishing service or traffic referral service that is materially similar to any service provided to the Advertiser pursuant to these Terms & Conditions, or subsequent agreement. The Advertiser further agrees and warrants that the Advertiser shall not, directly or indirectly create, fund, operate or otherwise participate in any business that directly or indirectly operates, or otherwise uses, a business model that is materially similar to SessoGratis. The Advertiser expressly acknowledges and agrees that Company alone shall determine, in Company’s sole and incontestable discretion, whether a content publishing service and/or traffic referral service provided by the Advertiser and/or the Advertiser’s Website(s) is or are similar to any of the services provided to the Advertiser pursuant to these Terms & Conditions, or subsequent agreement, and whether any business created, funded, operated or otherwise participated in by the Advertiser uses a business model that is materially similar to SessoGratis.

Confidential Information
Trade Secrets; Non-circumvention
During and after the Term, the Advertiser shall preserve and protect the confidentiality of all confidential information that has been disclosed by Company and/or Operator to the Advertiser during the Term. The Advertiser agrees that that that Advertiser shall be subject to liquidated damages in the amount of Ten Thousand Dollars ($10,000.00 U.S.) for each breach of Advertiser’s duty imposed by this paragraph.

Content
No Unlawful content Shall Be Provided To The Service
The Advertiser expressly warrants that all Licensed Works, Promotional Materials and other content provided for use in, on or in association with the Service, shall at all times fully comply with all applicable laws, regulations, rules and customs, including, without limitation, the 2257 Regulations.

No Infringing Content
The Advertiser hereby affirms, represents, and warrants that the Advertiser shall, at the time content is provided to the Service, own or otherwise have all necessary licenses, rights, consents, and permissions to publish such content that the Advertiser submits to the Service in, at, on, through, and/or in association with, the SessoGratis Website, and to otherwise use such content in and through the Service, as contemplated by the Parties. The Advertiser expressly warrants that all Licensed Works, Promotional Materials and any and all other content provided for use in, on or in association with the Service shall not infringe, misappropriate or violate the rights of any person or entity.

The Advertiser further acknowledges and warrants that the Advertiser will have sufficient rights in such content to grant to Company the rights as set forth in these Terms & Conditions no later than the time such content is first provided to the Service. The Advertiser acknowledges and agrees that such rights include, without limitation, all music rights required to publicly perform music that is included in such content, and all patent and trademark rights applicable to such content and its contemplated uses.

No Third Party Rights In Content
The Advertiser agrees that content the Advertiser submits to the Service will not contain third party copyrighted material, or any material that is subject to any third party proprietary rights, unless the Advertiser has express written permission from the rightful owner of the material or the Advertiser is otherwise legally entitled to publish the material via the Service and to grant Company all of the license rights granted herein with respect to content provided to the Service.

Unacceptable Content
The Advertiser shall not provide to the Service, or include in, on, at, through, and/or in association with, any of Advertiser’s Websites, any content, that comprises or includes any depiction of:

(a) performance or storyline that suggests or implies that any character or performer in the content is under the age of eighteen (18) years of age;

(b) actual or simulated bestiality;

(c) fisting;

(d) urination/defecation;

(e) incest;

(f) necrophilia;

(g) sado- masochistic abuse or bondage presented in a sexual context;

(h) torture;

(i) physical injury;

(j) rape;

(k) genital mutilation;

(l) genital insertion of objects or devices other than therapeutic sex aids;

(m) minors engaged in actual or simulated intimate physical contact or sexual situations, including but not limited to nude depictions, masturbation or sexual conduct;

(n) any products displaying any third party trademark or embodying any third party trade dress or any matter which is disparaging, demeaning or otherwise damaging to any product, person, entity, or any rights pertaining thereto;

(o) anyone in any type of religious clothing;

(p) real or fake blood (specifically including menstrual);

(q) the display of drug paraphernalia, or use;

(r) depicting that someone is not aware of what is being done to them including sleeping or not conscious;

(s) breathing games (no choking or acts of death);

(t) painful body piercing;

(u) violence;

(v) vomiting or near vomiting.

Content Must Not Violate Any SessoGratis Community Guidelines.
The Advertiser agrees that the Advertiser will not submit to the Service any content or any other material that is contrary to the SessoGratis Community Guidelines


The Advertiser Shall Be Solely Responsible For All content Provided For Use In The Service
The Advertiser acknowledges and agrees that the Advertiser shall at all times be solely responsible and liable for all content provided for use in, at, on, through, and/or in association with, the SessoGratis Website or otherwise submitted for use in, or in association with, Service, and for all of the consequences of submitting and publishing such content on or through the Service, including, without limitation, for any and all consequences resulting from the display, publication, dissemination, and transmission, of any and all such content in, at, on, through, and/or in association with, the SessoGratis Website.

The Advertiser Is Required To Upload The Advertiser’s Content To The Service
The Advertiser acknowledges and agrees that as one of the Advertiser’s material obligations under these Terms & Conditions, or subsequent agreement, the Advertiser must upload all Licensed Works, Promotional Materials and other content that the Advertiser provides for use in, and/or in association with, the Service. Neither the Company, Operator nor any of their respective agents, shall be required to upload or otherwise provide any of the Advertiser’s content to the Service, including without obligation, to the SessoGratis Website. The Advertiser expressly acknowledges and agrees that no person or entity that is not a Producer of the content for which 2257 Compliance Statement information referencing such Producer has been provided by Advertiser in direct association with the content, shall be authorized by the Company or Operator to access any computer or database owned or controlled by the Company and/or Operator to upload Advertiser’s content. For purposes of clarity, the foregoing shall mean that only the Producer referenced in 2257 Compliance Statement information provided with the content, or such Producer’s agent (such as a non-employee third-party record-keeper of the records maintained pursuant to the 2257 Regulations), shall be authorized to upload Advertiser’s content to the Service.

Content Proper Form And Format
It is the Advertiser’s sole responsibility to provide the Licensed Works and Promotional Materials to the Service in the form and in the format that is required for use in and with the Service. The minimum length for content uploaded to the service shall not be less than five (5) minutes in duration. Neither the Company nor Operator shall be required to manipulate, edit or otherwise make any modifications to any Licensed Work or Promotional Materials.

Rights To Refuse And Remove Content
Notwithstanding the foregoing or anything else in these Terms & Conditions, or subsequent agreement, the Company, Operator and their respective designated agent(s) shall at all times reserve the unlimited right, at their respective sole discretion, to:

(i) block or otherwise refuse to allow content to be uploaded to the Service;

(ii) block or otherwise prevent distribution of any content uploaded or otherwise provided to the Service;

(iii) to remove any and all content from the Service, including, without limitation, from the SessoGratis Website.

Advertisers Websites
The Advertiser hereby affirms, represents, and expressly warrants that the Advertiser’s Website(s) and the operation of the Advertiser’s Website(s), including the marketing and promotion thereof, shall not at any time comprise or contain any content, process, product, service, or other device, that infringes, misappropriates, or otherwise violates, any intellectual property right, or any other right, of any person or entity. The Advertiser further acknowledges and warrants that Advertiser will at all times have sufficient rights in and to all content, processes, products and services provided in, on, at, through, and/or in association with, the Advertiser’s Website(s) including, without limitation, all music rights required to publicly perform all music that is included in Advertiser’s Website(s), and all patent and trademark rights applicable to Advertiser’s Website(s).

License To Company And Operator
The Advertiser hereby expressly and irrevocably grants to the Company and Operator a perpetual, royalty-free, sublicensable and transferable, nonexclusive, worldwide license of the following rights regarding each Licensed Work and each item of Promotional Materials, or other content, that Advertiser uploads to, or otherwise provides for use in association with, the Service, including without limitation regarding each such Licensed Work and each such item of Promotional Materials made available in, at, on, through, and/or in association with, the SessoGratis Website:

(i) the right to transmit, display, broadcast, distribute, copy, or otherwise make available, to any pèrson or entity, in any location, on any device, in any format, via any transport medium, the Licensed Works, Promotional Materials, or other content provided to the Service;

(ii) the right to use the Advertiser’s company name(s), brands and trademarks in association with the use of the Licensed Works and/or Promotional Materials in association with the Service, including, without limitation, in, at, on, through, or in association with, the SessoGratis Website;

(iii) the right to use, at the Company’s and Operator’s respective discretion, performers’ names, one or more fictitious names, or no name, in association with the use of the License Works and/or Promotional Materials in association with the Service, including, without limitation, in, at, on, through, or in association with, the SessoGratis Website;

(iv) the right to make Derivative Works for use in association with the Service, including, without limitation, in, at, on, through, or in association with, the SessoGratis Website;

(v) the nonexclusive right, but not the obligation, to enforce all rights granted to the Company and Operator herein, and to do such things, and take all actions as shall be reasonably required in Company’s and Operator’s respective opinion to effectively enforce any and all such rights;

(vi) the unlimited right for the Company, and Operator, to assign and sublicense any and all rights granted herein, or in subsequent agreement, to any and all entities either wholly or partially owned by the Company and/or Operator.

Grant Of Rights To Users Of The Service
The Advertiser also hereby grants each User of the Service, including without limitation, each User of the SessoGratis Website, a non-exclusive license to access in, at, on, through, and/or in association, with the SessoGratis Website, any and all content that the Advertiser has made available to or through the Service, and the Advertiser hereby further grants each User a non-exclusive license to use, reproduce, distribute, display and exhibit such content as permitted through the functionality of the Service and under the SessoGratis Website’s Terms of Service (and/or similar document(s)).

Licensor’s Reserved And Retained Rights.
Except for the rights granted to the Company and Operator herein, the Advertiser shall retain all other rights of every kind in and to all of the Licensed Works and Promotional Materials, including, without limitation, all copyrights and trademark rights associated therewith. For clarity, the Advertiser acknowledges and agrees that the Advertiser shall retain ownership of the Advertiser’s content submitted to the Service.

Copyright
Acknowledgement Of Company’s Exclusive Ownership Of SessoGratis Trademark Rights
The Advertiser expressly acknowledges and agrees that the mark “SessoGratis” is a very valuable trademark owned exclusively by the Company. All rights in and to the SessoGratis mark are expressly reserved by the Company. Nothing herein shall be construed as a license to use the SessoGratis mark in any way, or as any grant or assignment of any rights in any other intellectual property owned by the Company and/or Operator, including, without limitation, in any of their trademarks, service marks, domain names, patents or copyrights. No use of the SessoGratis mark by the Advertiser other than that authorized herein is authorized or shall be permitted except through the prior express written authorization and permission by the Company. Without limiting the foregoing, the Advertiser acknowledges and agrees that the Advertiser is expressly prohibited from registering any domain name that comprises or includes the SessoGratis mark or any confusing variation thereof. All goodwill associated with the Advertiser’s use of the SessoGratis Website shall exclusively inure to the benefit of Company.

Copyright Infringement
If the Advertiser claims that any of the Advertiser’s works appearing in, at, on, through, and/or in association with, the SessoGratis Website have been copied in a way that constitutes copyright infringement, the Advertiser agrees that the Advertiser is obligated under the Digital Millennium Copyright Act (“DMCA”) to provide to Operator’s Copyright Agent the following information before filing any legal action against the Company and/or Operator:

(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(ii) a description of the copyrighted work that the Advertiser claims has been infringed, including the Uniform Resource Locator (“URL”) (i.e., web page address) of the location where the copyrighted work exists or provide the Operator with a copy of the copyrighted work;

(iii) a description of where the material that the Advertiser claims is infringing is located on the SessoGratis Website, including the URL (web page address) at which the material can be accessed on the SessoGratis Website;

(iv) Advertiser’s address, telephone number, and email address;

(v) a statement by the Advertiser that the Advertiser has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by the Advertiser, made under penalty of perjury, that the above information in the Advertiser’s notice is accurate and that the Advertiser is the copyright owner or the Advertiser is authorized to act on the copyright owner's behalf. The Operator's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:

By mail: dmca@SessoGratis.com


Fees
Advertisers Payments
As full compensation for Company’s grant of license to the Advertiser to use the Service, and for Company’s and Operator’s performance of their obligations set forth herein, the Advertiser agrees that the Advertiser shall pay to Company a monthly Performance Based Advertising Fee by the fifteenth (15th) day of the following month for which payment of a Performance Based Advertising Fee is due.

The Performance Based Advertising Fee is due and payable to the Company in a subject month shall be a sum equal to and in the amount of sixty percent (60%) of the aggregate revenues collected by the Advertiser during the previous month, where such aggregate revenues shall be the aggregate sum of all of revenues collected by the Advertiser during the previous month from the Advertiser’s sales of memberships, services and/or products to any and all persons referred via advertising non-exempt content to any and all of Advertiser’s Websites from SessoGratis or otherwise through the Advertiser’s use of the Service. Advertising exempt content shall not be subject to this calculation and the referrals from this material will not be tracked.

The Performance Based Advertising Fee shall be calculated from, and applicable to, any and all revenues received by the Advertiser and/or the Advertisers successor and/or assignee from any and all persons that were referred to the Advertiser’s Websites from SessoGratis or otherwise through the Advertiser’s use of the Service, regardless of when such referrals were made. Revenues collected by the Advertiser subject to the calculation of the Performance Based Advertising Fee shall be any and all revenues collected by the Advertiser from such referred persons, and from commissions appurtenant to sales to such referred persons, for as long as revenues are received by the Advertiser from such referred persons and/or such commissions, including, without limitation, any and all revenues collected after the termination of these Terms & Conditions, or subsequent agreement. For purposes of clarity, the Advertiser acknowledges and agrees that payment of the Performance Based Advertising Fee resulting from such sales and such commissions related to persons referred through the use of the Service shall continue for the life of the business generated for the Advertiser by such referred persons, i.e. as long as such persons are generating revenue for the Advertiser.

The Advertiser acknowledges and agrees that the monthly Performance Based Advertising Fee is subject to change by Company upon thirty (30) days notice. The Advertiser acknowledges and agrees that the Company may increase the Performance Based Advertising Fee rate up to seventy percent (70%). The Advertiser acknowledges and agrees that changes to the Performance Based Advertising Fee, if any, shall become effective thirty (30) days after email notice to the Advertiser, or by any other notice means set forth in these Terms & Conditions, or subsequent agreement.

Indemnification
The Advertiser agrees to fully indemnify the Company, Operator, and their respective successors in interest and all other Indemnified Parties harmless from any and all claims, actions, demands, suits, losses, damages, costs and expenses of every kind, including, but not limited to, reasonable attorneys fees resulting from the Advertiser’s alleged and/or actual breach, of any of the Advertiser’s warranties and/or other obligations set forth in these Terms & Conditions, or subsequent agreement. Notwithstanding, and without limiting the foregoing, the Advertiser also agrees to defend, indemnify, and hold each and all of the Indemnified Parties harmless from and against from any and all actions, suits, claims, judgments, penalties, losses, damages, costs, charges, including reasonable attorney's fees, expert fees, other litigation costs, and all other losses and liabilities caused by, arising from, arising under, and/or otherwise relating to:

(i) any and all breaches of any of the Advertiser’s representations, covenants, duties, warranties, obligations, and/or any other provision of these Terms & Conditions, or subsequent agreement, including, without limitation, any and all claims related to any use or misuse of the Service and/or the SessoGratis Website;

(ii) any illegal, unlawful, infringing, defamatory or libelous activity by the Advertiser and/or any and all other persons under Advertiser’s actual or constructive control;

(iii) any Licensed Work, Promotional Material, or other content submitted by the Advertiser to the Service, including, without limitation, any claim or contention that one or more Licensed Works, Promotional Materials or other content item submitted to the Service infringes a party’s copyrights, trademark rights, patent rights, rights of publicity or any other intellectual property rights or violates any third party’s rights of privacy or contract rights;

(iv) any claim relating to any third party access to or use of data the Advertiser has obtained from one or more third parties, including, without limitation any data associated with 2257 Regulation compliance. The Advertiser agrees that the Company and Operator each respectively reserves the right, at their own expense, at their own election, but without obligation, to participate in the defense of any matter otherwise subject to the indemnification provisions set forth in this Paragraph. The Advertiser agrees that the Advertiser shall not settle any claim or liability subject to the Advertiser’s duty of indemnification set forth herein without the prior written consent of the Company. The Advertiser further agrees that the Advertiser’s indemnification obligations, as set forth herein, shall survive the termination of these Terms & Conditions, or subsequent agreement, for any reason.

Legal & Regulatory Requirements
Appointment
The Advertiser hereby irrevocably authorizes, empowers and appoints Company as Advertiser’s true and lawful attorney (with full power of substitution and delegation), in the Advertiser’s name, and in the Advertiser’s place and stead, or as the Company elects, in the Company’s name, to take and do such actions, and to make, sign, execute, acknowledge and deliver any and all instruments or documents, that the Company from time to time deems desirable or necessary to vest in the Company, its successors and assigns, all of the rights granted by the Advertiser to the Company and/or Operator, and all rights the Advertiser agrees will be granted to the Company, Operator and/or Users as set forth in, and as otherwise contemplated by, these Terms & Conditions, or subsequent agreement, including, without limitation, with regard to such documents as the Company shall deem necessary or desirable to secure to the Company and Operator, and their respective successors and assigns, the rights in and to the use of the Licensed Works, Promotional Materials, or other content, in association with the Service and the SessoGratis Website as contemplated by these Terms & Conditions, or subsequent agreement. The foregoing is acknowledged to be a power coupled with an interest and is therefore irrevocable.

Advertiser Agrees To Execute All Required Licensing Documents
The Advertiser agrees that the Advertiser will execute on request by the Company any and all documents the Company deems necessary, appropriate or desirable to perfect the license of rights to the Company, Operator and Users set forth in these Terms & Conditions and to otherwise provide to the Company, Operator and Users the rights in and to the Licensed Works, Promotional Materials, or other content, required for use at, in, on, through, and in association with, the SessoGratis Website and the Service as contemplated by these Terms & Conditions.

Relationship of Parties
The Advertiser expressly agrees as a material provision of these Terms & Conditions, or subsequent agreement, that the Company and Operator shall each be deemed to be an Online Service Provider (“OSP”) as that term is defined in the DMCA for all claims arising hereunder. The Advertiser further agrees as a material provision of these Terms & Conditions, or subsequent agreement, that the Service and the SessoGratis Website shall each also be deemed to be an Interactive Computer Service as that term is used in the Communications Decency Act. The Advertiser acknowledges and agrees that the Advertiser shall be required to give notice and comply with the notification procedures of the DMCA and the Advertiser hereby agrees that the Company and Operator shall each fully benefit from the safe harbor provisions set forth in the DMCA for OSPs, 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 OSPs, Interactive Computer Services and/or Internet Service Providers, pursuant to the statutory or case law of the United States, any state or territory thereof, and/or any jurisdiction in which the Advertiser or the Advertiser’s successor or assign brings any claim against the Company and/or Operator.

Limitation On Other Business Interests
Nothing herein shall be construed to limit or prevent any Party’s abilities to conduct their respective businesses with respect to matters not subject to these Terms & Conditions, or subsequent agreement. Each Party shall at all times retain the unfettered rights to create, market, promote, display, perform, sell, distribute and otherwise exploit any and all products and services not subject to these Terms & Conditions, or subsequent agreement.

Each Party may freely own, operate, and be affiliated with, other adult entertainment enterprises of every kind, including, without limitation, businesses in direct competition with a Party hereto. Nothing herein shall be construed or interpreted to limit or prevent any Party’s abilities to conduct their respective businesses with respect to matters not subject to these Terms & Conditions, or subsequent agreement. Nothing in these Terms & Conditions, or subsequent agreement shall be construed as limiting Company‘s rights or ability to license the use of intellectual property, including, without limitation, the use of intellectual property comprising or associated with the Service and/or the SessoGratis Website. The Advertiser expressly acknowledges and agrees that the Service is provided to the Advertiser on a nonexclusive basis and that the same, or similar services, provided to the Advertiser may be provided by the Company and/or Operator to other adult entertainment companies, including, without limitation, to any and all of Advertiser’s competitors.

Mutually Drafted
The Parties agree that for purposes of construction, any agreement, including, but not limited to, these Terms & Conditions, shall be deemed to have been drafted by all of the Parties. Any and all ambiguities and/or inconsistencies shall not be construed in favor of or against any Party hereto. The Parties hereby agree that the word “including”, and the phrases “including without limitation”, “including, but not limited to”, “include, without limitation”, and similar language, and various forms thereof, shall not be interpreted as the introduction of a limiting list or providing a limitation of any kind, but shall instead be deemed to introduce a non-exhaustive list of examples that shall be interpreted as broadly as possible, and provide as broad a scope of inclusion as may be allowed under applicable law.

Contract Of Adhesion
The Advertiser hereby acknowledges and agrees that this is not a contract of adhesion and that as a material inducement for Company to enter into these Terms & Conditions, or subsequent agreement, with the Advertiser and Operator, the Advertiser hereby agrees and warrants that the Advertiser will not at any time make any claim or support any action on any claim that these Terms & Conditions, or subsequent agreement, constitutes a contract of adhesion or is unconscionable in any way. The Advertiser acknowledges and agrees that this is a legal, binding and enforceable contract.

2257 Regulation Obligations
Record Keeping
The Advertiser must maintain records In accordance with the 2257 Regulations regarding all content submitted to the Service. The Advertiser is obligated to solely select and upload all content that that Advertiser provides to, and publishes via, the Service. Because of this, the Advertiser shall be a Producer of all such content that is subject to the 2257 Regulations (“2257 content”) pursuant to 28 CFR 75.1(c). The Advertiser hereby acknowledges the Advertiser’s obligations as a Producer under the 2257 Regulations regarding such 2257 content that the Advertiser provides to the Service. The Advertiser hereby agrees and warrants that the Advertiser will at all times maintain records in accordance with the 2257 Regulations regarding all such 2257 content that the Advertiser submits to the Service, including, without limitation all such content that is published by the Advertiser in, at, on, through and/or in association with the SessoGratis Website.

Without limiting the foregoing, the Advertiser expressly agrees that the Advertiser will at all times maintain, in a manner required by the 2257 Regulations, all of the following documents regarding each item of 2257 content that the Advertiser submits to, or otherwise uses in relation to the Service, including without limitation, each item of 2257 content the Advertiser makes available in, at, on, through, and/or in association with, the SessoGratis Website:

(i) a legible copy of a photographic identification document that satisfies the identification document requirements of the 2257 Regulations for each and every person depicted in the 2257 content item;

(ii) a specific and unique alphanumeric identifier for the 2257 content item;

(iii) the URL(s) at which the 2257 content item is located on the SessoGratis Website;

(iv) the legal name of each person appearing in the 2257 content item;

(v) all the other names of each person appearing in the 2257 content item of which the Advertiser is aware, including each person’s maiden name, stage names, performer names, nicknames, professional names, pseudonyms, aliases and other names;

(vi) the date of production of the 2257 content item;

(vii) the date of birth of each person appearing in the 2257 content item as that date appears on the photographic identification document examined by the primary producer of the 2257 content item.

2257 Compliance Statement
The Advertiser hereby agrees and expressly warrants that the Advertiser will contemporaneously provide a 2257 Compliance Statement to the Service in direct association with each item of 2257 content submitted to the Service. Without limiting the foregoing, the aforementioned 2257 Compliance Statement shall include at least all of the following information:

(i) the street address where the Advertiser maintains the records required by the 2257 Regulations regarding the 2257 content item provided to the Service;

(ii) the name(s) of the Producer(s) of the 2257 content item provided to the Service;

(iii) the title of the person that maintains Advertiser’s records in accordance with the 2257 Regulations regarding the 2257 content item provided to the Service, unless the Advertiser is not a corporation, in which case the 2257 Compliance Statement or information provided to the Service must include both the name and title of such person.

Location Of 2257 Compliance Statement.
The Advertiser agrees and expressly warrants that the location of 2257 Compliance Statement with respect to each 2257 content item submitted to the Service shall be in compliance with 28 CFR 75.8.<Click HERE to see 28 CFR 75.6> (http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&rgn=div8&view=text&node=28:2.0.1.1.30.0.17.6&idno=28)

Specifically for video clips:
Without limiting the foregoing, with respect to video clips submitted by Advertiser, the 2257 Compliance Statement shall be located at the beginning of the video clip as indicated by 28 CFR 75.8(c), or at the end of the video clip as indicated in 28 CFR 75.8(b). <Click HERE to see 28 CFR 75.8(b) and 28 CFR 75.8(c)> (http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&rgn=div8&view=text&node=28:2.0.1.1.30.0.17.8&idno=28)

Duty To Keep 2257 Regulation Compliance Data Current And To Inform Company and Operator Of Changes To 2257 Compliance Data.
The Advertiser warrants that the Advertiser will keep all of the 2257 Compliance Statement information required to be provided to the Service under these Terms & Conditions, or subsequent agreement, current at all times. The Advertiser agrees and warrants that the Advertiser will immediately inform the Company and Operator in writing of any changes in previously provided information, so that the Service can update Advertiser’s compliance statement(s) published in association with 2257 content that Advertiser has made available via the Service. The Advertiser hereby authorizes the Company and Operator to make any and all such changes on the Advertiser’s behalf. Notwithstanding the foregoing, however, the Advertiser hereby agrees not to hold the Company and/or Operator liable for any damages of any kind resulting from any failure by the Service, Company, Operator or any other person or entity to make such changes, and the Advertiser expressly agrees to waive any and all such claims that may arise.

Access To Records
The Advertiser agrees to provide to the Company and/or Operator, upon request, copies of records required to be maintained by a “secondary producer” (as that term is defined in 18 CFR 75.1(c)(2)) regarding 2257 content submitted by the Advertiser to the Service, under the following circumstances:

(i) The Company and/or Operator becomes legally required to maintain such records as secondary producers;

(ii) The Company and/or Operator creates one or more Derivative Works of 2257 content provided by the Advertiser and the Company and/or Operator publishes such Derivative Work(s) in, on, at, through and/or in association with, the SessoGratis Website.

Advertiser’s Websites (2257 Specific)
The Advertiser hereby expressly warrants that all of the Advertiser’s Websites shall at all times be fully compliant with all of the 2257 Regulations including, without limitation, all requirements pertaining to the compliance statements required to be published in association with the Advertiser’s Website(s) and regarding any and all content accessible in, at, on, through, and/or in association with the Advertiser’s Website(s), as well as all requirements regarding the maintenance of records required by the 2257 Regulations.

Advertiser’s Websites
The Advertiser expressly agrees and warrants that all of the Advertiser’s Website(s), and all operation of the Advertiser’s Website(s), including the marketing and promotion thereof, shall at all times be compliant with all laws and regulations applicable thereto, including, not limited to, and without limitation, the 2257 Regulations, all obscenity and child pornography laws, the Restore Online Shoppers’ Confidence Act, and the CAN-SPAM Act.

Severance
In case any one or more of the provisions contained in these Terms & Conditions, or subsequent contract or agreement, shall for any reason be held to be invalid, illegal or unenforceable in any respect, it shall be severed from the contract only to the extent that it is invalid, illegal or unenforceable, and, for any reason, such invalidity, illegality or unenforceability, shall not affect any and/or all other provisions hereof, and such provision(s) shall be enforced to the maximum extent possible and the remainder of these Terms & Conditions, or subsequent agreement shall remain in full force and effect and shall be construed, interpreted, applied and enforced as if such invalid, illegal or unenforceable provision(s) or part(s) thereof had never been included in these Terms & Conditions, or subsequent agreement. The invalidity, illegality or unenforceability of any provision of these Terms & Conditions, or subsequent agreemen,t shall not affect the validity or enforceability of any and/or all other provisions. Unless otherwise specifically provided, all provisions of these Terms & Conditions, or subsequent agreement, regarding Advertiser’s warranties shall survive its termination regardless of the cause of such termination.

Choice of Law
The Parties agree that these Terms & Conditions, and any subsequent agreement, shall be governed by, and construed under, the laws of the Switzerland Neuchatel County governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Notwithstanding the foregoing, nothing in this Paragraph shall limit the Parties’ right to change of the choice of law provisions of these Terms & Conditions, or subsequent agreement as they apply to the issues of limitation of liability, for the limited purpose of maximally preserving, the validity, effectiveness and scope of these Terms & Conditions, or subsequent agreements:

(i) limitation of liability provisions;

(ii) liquidated damages provisions;

(iii) agreement acceptance provisions;

(iv) electronic signature execution provisions, if the validity, effectiveness and/or scope of any of these Terms & Conditions, or subsequent agreements provisions referenced in (i),(ii), (iii), and/or (iv) would be materially diminished due to a change in the law in the Neuchatel County Switzerland law was applied to such issues.

Choice of Venue
The Advertiser, Company and Operator hereby agree that the venue for all legal disputes, controversies, actions of any kind arising under, from or otherwise related to these Terms & Conditions, or subsequent agreement, shall be Neuchatel in Neuchatel County Switzerland.

The Advertiser, Company and Operator also agree that if a dispute or controversy is not resolved through arbitration as set forth above for any reason, the venue for any and all litigation regarding these Terms & Conditions, or subsequent agreement, shall be, depending on the subject matter of the dispute, either the Neuchatel County Switzerland.

The Advertiser hereby consents and stipulates to the jurisdiction of the Courts of Neuchatel County Switzerland.

Limitation of Liability
The Service And The SessoGratis Website Are Offered And Provided “As Is”
The Service, including, without limitation, the SessoGratis Website are offered and provided to the Advertiser by the Company on an “as is” and “as available” basis, without any warranties of title, non-infringement (including, without limitation any warranties of non-patent infringement) or implied warranties of merchantability or fitness for a particular purpose, or warranties or guarantees of profitability or customer usage, or any other warranties or guarantees of any kind whatsoever, whether express or implied. The Advertiser hereby agrees to assume sole responsibility for all risks, consequences and damages of any kind resulting from the Advertiser’s use of the Service and the SessoGratis Website.

No Liability For Indirect, Special, Incidental Or Consequential Damages
Under no circumstances and under no cause of action or legal theory, shall the Company, Operator, or any of their respective suppliers, licensees, resellers or affiliates be liable to the Advertiser for any indirect, special, incidental, or consequential damages of any kind, including without limitation, any damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from any computer viruses or other harmful or malicious software or other code. This disclaimer of warranty constitutes an essential part of these Terms & Conditions, and any subsequent agreement.

NO OTHER DAMAGES
THE ADVERTISER UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, OPERATOR OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR ANY OTHER DAMAGES TO THE ADVERTISER OR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM THE ADVERTISER’S RIGHTS (INCLUDING, WITHOUT LIMITATION, FOR ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, DAMAGES CAUSED BY USERS, DAMAGES CAUSED BY LOSS OF BUSINESS INFORMATION, REPUTATIONAL DAMAGES, AND/OR ANY OTHER DAMAGES AND/OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE SERVICE OR ANY OTHER SERVICES PROVIDED TO THE ADVERTISER BY THE COMPANY, OPERATOR, AND/OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATED CONTENT PROVIDERS, OR OUT OF THE USE OF ANY OF THE COMPANY’S OR OPERATOR’S SOFTWARE OR HARDWARE, AND/OR ANY TELECOMMUNICATION FACILITIES USED TO PROVIDE THE SERVICE AND/OR THE SessoGratis WEBSITE AND / OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY THE COMPANY AND / OR OPERATOR EVEN IF THE COMPANY AND / OR OPERATOR HAS BEEN ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW, OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. THE ADVERTISER ACKNOWLEDGES THAT THE FOREGOING SENTENCE REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THESE TERMS & CONDITIONS, OR SUBSEQUENT AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC OR OTHER TERMS OF THESE TERMS & CONDITIONS, OR SUBSEQUENT AGREEMENT, WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION.

Covenant Not To Sue
The Advertiser agrees that if any of the foregoing grants of rights is or becomes ineffective, or fails to provide the subject rights to the Company, Operator and/or Users for any reason, to the extent of such failure or ineffectiveness of granting of such rights to the Company Operator, and/or Users, the Advertiser agrees, covenants and expressly warrants, on behalf of itself and its successors in interest, that neither the Advertiser, nor any of the Advertisers successors in interest, nor any other person who created, or is otherwise associated with, any of the Licensed Works, Promotional Materials, or any other content provided by the Advertiser, shall at any time bring any lawsuit or other action of any kind against the Company, Operator, or any of their respective principals, directors, officers, employees, agents, attorneys, affiliates, licensees, assigns and/or successors, in interest, and/or against any User, regarding any of their use of any of the Licensed Works, Promotional Materials and/or other content provided by the Advertiser for use in, at, on, through or in association with the SessoGratis Website, or otherwise as contemplated by these Terms & Conditions, or subsequent agreement. Notwithstanding the foregoing, the Advertiser agrees, promises and warrants that under no circumstances shall the Advertiser nor any of the Advertisers successors in interest at any time bring any action, make any claim against, or sue, in any jurisdiction in the world, the Company, Operator, or any of their respective licensees, successors in interest, or assigns, or any User, regarding any of their respective exploitation or use of any rights granted to them in these Terms & Conditions, or subsequent agreement.

Liability Waiver and Release
To the maximum extent permitted by law, the Advertiser hereby expressly and knowingly releases and holds harmless the Company, Operator, and their respective parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, affiliates, and representatives (“Released Parties”) from any and all responsibility and liability for any and all damages arising out of, relating to, or otherwise associated with, the Service, including without limitation, the SessoGratis Website and/or any other services provided by the Company and/or Operator from the beginning of time until the most recent date that the Advertiser, or Advertiser’s agent, has provided a Licensed Work, any Promotional Materials or other content for use in, on or in association with the Service. The Advertiser further expressly and knowingly releases and discharges the Released Parties from all actions, causes of action, suits, debts, agreements, promises, liabilities, demands, damages, losses and claims, known and unknown, of any and every kind whatsoever that the Advertiser has or may ever claim to have. The Advertiser further expressly and knowingly agrees that neither the Advertiser, nor any of the Advertisers successors or assigns, will initiate any legal action of any kind against any Released Party regarding any type of loss or injury arising out of, relating to, or in any way associated with, the Service, the SessoGratis Website, and/or any other product or services provided by the Company and/or Operator. The Advertiser expressly agrees that if any party initiates any such legal action on behalf of the Advertiser and/or the party initiates such legal action on behalf of itself because the party has acquired a right to bring such action, the Advertiser shall pay for any and all damages, losses, liabilities, costs, penalties, and expenses, including without limitation attorneys’ and experts’ fees and costs, awarded as a result of such legal action, and/or resulting from, or otherwise associated with, such action(s). The Advertiser knowingly and expressly acknowledges and agrees that the waivers, release of liability, and the promise not to bring any action against any Released Party set forth in this Paragraph are material inducements for Company and Operator to enter into any agreement with the Advertiser, and, but for such material inducements, the Company and Operator would not have entered into any agreement.

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Advertiser hereby expressly waives any and all rights under Section 1542, and the Advertiser also waives any and all rights under all other laws of similar effect. Notwithstanding the foregoing, however, nothing herein shall be construed to, or shall operate to limit any of the Advertiser’s obligations, duties, warranties or other responsibilities set forth in these Terms & Conditions, or subsequent agreement.

Company Shall Not Be Responsible For content Submitted By Others To The SessoGratis Website
The Advertiser acknowledges and agrees that the Company and Operator are not, and shall not in the future be held, responsible or liable for the quality, legality, or any other matter regarding, any content uploaded to, published on, or otherwise made available by others in, at, on, through, and/or in association with, the SessoGratis Website.

The Advertiser expressly acknowledges that neither the Company nor Operator guarantees or vouches for the accuracy or truthfulness of any messages, communication, information or content of any kind that has been posted, uploaded, transmitted or otherwise provided to the Service by the Advertiser or by any third party content providers.

Third Party Advertising
Some of the materials accessible via hyperlinks, streams or by other means in, at, through, or in association with, the Service and/or the SessoGratis Website may connect to third-party content, and/or to third-party websites that may provide content and/or other materials or services. The Advertiser expressly acknowledges and agrees that neither the Company nor Operator has any editorial control or supervision over the selection or display of such content, materials and services provided by those third parties or those third-party websites and the Advertiser or in association with the Service. The Advertiser further expressly and knowingly releases and discharges the Released Parties from all actions, causes of action, suits, debts, agreements, promises, liabilities, demands, damages, losses and claims, known and unknown, of any and every kind whatsoever that the Advertiser has or may ever claim to have. The Advertiser further expressly and knowingly agrees that neither the Advertiser, nor any of the Advertiser’s successors or assigns, will initiate any legal action of any kind against any Released Party regarding any type of loss or injury arising out of, relating to, or in any way associated with, the Service, the SessoGratis Website, and/or any other product or services provided by the Company and/or Operator. The Advertiser expressly agrees that if any party initiates any such legal action on behalf of the Advertiser and/or the party initiates such legal action on behalf of itself because the party has acquired a right to bring such action, the Advertiser shall pay for any and all damages, losses, liabilities, costs, penalties, and expenses, including without limitation attorneys’ and experts’ fees and costs, awarded as a result of such legal action, and/or resulting from, or otherwise associated with, such action(s). The Advertiser knowingly and expressly acknowledges and agrees that the waivers, release of liability, and the promise not to bring any action against any Released Party set forth in this Paragraph are material inducements for the Company and Operator to enter into these Terms & Conditions, or subsequent agreement, with the Advertiser, and, but for such material inducements, the Company and Operator would not have entered into any agreement with the Advertiser.

TIME LIMITATION
THE ADVERTISER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ANY CAUSE OF ACTION BROUGHT BY THE ADVERTISER AGAINST COMPANY AND/OR OPERATOR ARISING OUT OF OR RELATED, IN ANY WAY, TO THE SERVICE AND/OR THE SessoGratis WEBSITE, AND/OR ANY OTHER SERVICES PROVIDED BY THE COMPANY AND/OR OPERATOR MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Advertiser’s Sole Remedy
If the Advertiser is dissatisfied with the these Terms & Conditions, or any subsequent agreement, or with any of the terms, conditions, rules, policies, guidelines or practices of Company and/or Operator in operating the Service and/or the SessoGratis Website, the Advertiser’s sole and exclusive remedy shall be termination of said agreement as set forth herein, and discontinuation of the Advertiser’s participation in, and use of, the Service and/or any other Company Program. The Advertiser acknowledges that all rights granted regarding Licensed Works, Promotional Materials, and other content, shall survive the Advertiser’s termination of these Terms & Conditions, or subsequent agreement.

Company’s And Operator’s Maximum Liability
The Advertiser expressly agrees that notwithstanding anything in these Terms & Conditions, or subsequent agreement, the Company’s and Operator’s entire combined liability for any and all claims for damages against the Company and/or Operator arising out of these Terms & Conditions, or subsequent agreement, regardless of cause or type, and regardless of whether such claims are grounded in contract or in tort or any other legal theory, shall be limited to the amount of One Hundred Dollars ($100.00), and no more, and that the Advertiser warrants that the Advertiser shall not raise any claim against the Company and/or Operator for damages in excess of the amount stated above.

Provisions Of These Terms & Conditions Shall Survive Termination
The provisions designed to extend beyond termination of this agreement, and any additional or future agreement, shall survive the termination of any agreement for any reason and apply at all times even though the loss or damage, irrespective of cause or origin, results directly or indirectly, either from performance or nonperformance of obligations imposed by these Terms & Conditions, or subsequent agreement. The Parties acknowledge that some states do not allow the limitation or exclusion of liability for incidental or consequential damages, and that in those states the above limitation or exclusion may not apply. Notwithstanding the foregoing, the Parties expressly agree that it is the Advertiser’s, Company’s and Operator’s express intent that the provisions of these Terms & Conditions, or any provisions contained within subsequent agreements, shall apply to the subject matter of these Terms & Conditions, or subsequent agreement to the fullest extent under law. To achieve the aforesaid express intent, if the laws of the jurisdiction set forth in these Terms & Conditions, or subsequent agreements, choice of laws provision to be applied in resolving disputes hereunder materially limit or preclude the application of the liquidated damages provision set forth above, notwithstanding the choice of laws and jurisdiction provisions of these Terms & Conditions, or subsequent agreement, set forth herein at the time of execution of these Terms & Conditions, or subsequent agreement, the Advertiser, Company and Operator expressly agree that each of the Parties shall have the right to change the jurisdiction(s) and the choice of laws provisions of these Terms & Conditions, or subsequent agreement, with respect to the limitation of liability provisions to a jurisdiction in which there is no law, regulation or ruling that materially limits or precludes jointly or severally the application of an exclusion of implied warranty, and/or other such limitations of liability set forth in these Terms & Conditions, or subsequent agreement. The Advertiser expressly agrees that in the event that more than one Party invokes the right to change the jurisdiction and choice of laws provisions of these Terms & Conditions, or subsequent agreement as set forth in the preceding sentence, and two or more Parties select different jurisdictions and choice of laws, Company’s choice shall prevail and be applied as the jurisdiction and the choice of laws provisions governing the resolution of disputes regarding the limitation of liability and/or liquidated damages provisions.

Advertisements
The Advertiser acknowledges and agrees that the Company shall at all times have the unlimited right to include in or through the Service, including without limitation, in, at, on, through, and/or in association with, the SessoGratis Website, advertisements of any and all kinds, on its own behalf, and/or on behalf of one or more other companies and/or individuals. The Advertiser acknowledges and agrees that the Company is not, and shall not be, liable for the privacy practices of any such advertisers, the content of their advertisements, the content of their websites, any offers, messages and/or other information they provide, and/or any of their products or services.

Notice
Any communication, notice or demand a Party is required, or may desire, to give hereunder shall be in writing and delivered (i) by personal service, (ii) by recognized common carrier (e.g. Federal Express or UPS), (iii) by registered or certified mail, postage prepaid, return receipt requested, addressed to the mailing address below, (iv) by facsimile (with oral confirmation of receipt from the office of the addressee) at the facsimile number indicated below, (v) by email at the email address below, or (vi) by any of the means set forth in (i) through (v) above at or to such other address(es) and number(s) that a Party has obtained from the other Party to transmit such communications to such other Party:

To Company:


Email: legal@sessogratis.com


Reporting
Real-Time Reporting
The Advertiser shall provide to the Company and Operator the following data in real time via a secure website:

(i) the number and amounts of sales of memberships and/or other services and/or products resulting from referral traffic from SessoGratis and/or otherwise resulting from the Advertiser’s use of the Service, and

(ii) the amount of revenue collected regarding such sales.

Monthly Reports
Each month during the Term and thereafter as long as any revenues are received by the Advertiser from persons referred to any of the Advertiser’s Websites, or from commissions resulting from persons referred to any of the Advertiser’s Websites, the Advertiser shall provide to the Company contemporaneously with each monthly payment of the Performance Based Advertising Fee a report detailing the revenues generated and revenues received from persons referred to Advertiser(s) Website(s) and from commissions resulting from such referrals (“Monthly Report”). Each Monthly Report shall include (i) the number and amounts of sales of services and products resulting from referral traffic from SessoGratis and/or otherwise resulting from the Advertiser’s use of the Service, (ii) the amount of revenue collected regarding such sales during the previous month, and (iii) the amount of commissions collected by the Advertiser that resulted from sales to such referred parties. Monthly Reports shall be provided to the Company regardless of the amount of the Performance Based Advertising Fee payable.

Termination
Withdrawal of Service
The Advertiser expressly acknowledges and agrees that Company shall at all times have the unfettered right to modify, suspend or terminate, in whole or in part, the Service, the SessoGratis Website, and/or any and all other services and products the Company and/or Operator provides, to the Advertiser, to other advertisers, and/or to any other party, including, without limitation, to Users, at any time with or without reason or notice, and the Company and Operator may do so without any liability of any kind to the Advertiser or to any other person or entity. The Company may at its election also resume any and all suspended or terminated services, operations, programs, websites, benefits, etc., at its sole election, and the Advertiser agrees that the Company do so without incurring any liability of any kind to the Advertiser.

Survival
The Advertiser expressly understands, confirms, and warrants, without limiting the foregoing, that all clauses, conditions, rights and licenses granted to the Company and/or Users by the Advertiser, or other device(s) required by the Company and/or Operator, either by use of the system, agreement to these Terms & Conditions, or subsequent agreement, regardless of if inherently, or implicitly, gained, that are intended to survive termination, shall survive termination regardless of the reason for, or cause of, termination.

Warranties
As a material inducement for the Company to enter into these Terms & Conditions, or subsequent agreement, the Advertiser hereby represents and expressly warrants:

(i) that the Advertiser possesses all rights, title and interest in and to all Licensed Works, Promotional Materials, or other content submitted to the Service sufficient to publish such content in, at, on, through, and/or in association with, the SessoGratis Website;

(ii) that the Advertiser has, and at all times during the Term of these Terms & Conditions, or subsequent agreement, and shall continue to have, the full right and authority to grant all rights to the Company, Operator and Users in and to the Licensed Works, Promotional Materials or other content, as set forth in these Terms & Conditions, or subsequent agreement, and to perform all of the Advertisers other obligations set forth herein;

(iii) that all contemplated uses of the Licensed Works, Derivative Works, Promotional Materials or other content, submitted to the Service shall not infringe, violate or misappropriate any person’s or entity's rights of any kind, including, without limitation any contract right, copyright, trademark right, any rights in any person’s name, likeness, voice or persona, or any privacy right;

(iv) that none of the content that Advertiser submits to the Service will contain any depiction of a trademark, service mark, logo, brand or name of any company, person or other entity unless Advertiser has obtained prior written authorization to do so from the owner of the trademark, service mark, logo, brand or company name;

(v) that each Licensed Work and each item of Promotional Materials, or other applicable content item, that Advertiser submits to the Service shall comprise lawful matter, and that each person depicted in such content was an adult that was over the age of eighteen (18) years (or over the age of twenty-one (21) years in places where the age of majority is not eighteen (18) years) at the time of the original creation of the subject content item, and that such person created the content willingly;

(vi) that all content provided to the Service by the Advertiser shall at all times be in compliance with all applicable laws and regulations, including without limitation, the 2257 Regulations;

(vii) that the Advertiser shall provide to the Service affixed to each item of 2257 content submitted by the Advertiser, a 2257 Compliance Statement containing accurate and current data regarding the location of the records that the Advertiser is required to maintain pursuant to the 2257 Regulations as a Producer of the 2257 content submitted to the Service for publication in, at, on, through, and/or in association with the SessoGratis Website;

(viii) that all of the Advertiser’s Websites are and shall be lawfully operated and shall at all times be in compliance with all applicable laws and regulations, including without limitation, the 2257 Regulations, the Restore Online Shoppers’ Confidence Act, the CAN-SPAM Act and all obscenity and child pornography laws;