ON GEISHAAFFAIR.COM ("GEISHAAFFAIR") IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. PLEASE READ THE FOLLOWING AGREEMENT ('AGREEMENT') CAREFULLY AND INDICATE YOUR ACCEPTANCE BY CLICKING THE ACCEPTANCE BUTTON BELOW.
WHEREAS, Geisha Affair is engaged in the electronic publication of an adult entertainer directory (the "Directory") on the Internet through the URL http://www.GeishaAffair.com, or any associated websites (the "Website"); and WHEREAS, you are an adult entertainer, operate an adult entertainment service, and/or represent adult entertainers, and desire to submit images and other information of such adult entertainer(s) for posting on the Directory through the Website; and
WHEREAS, Geisha Affair is willing to include your supplied images and content in the Directory and post same on the Website upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the promises included herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Geisha Affair will post images, video, personal information, and other content provided by you (collectively, the "Submissions") on the Website and in the Directory as follows:
- All Submissions supplied by you shall have been produced in accordance with all applicable provisions of the Child Protection and Obscenity Enforcement Act of 1988 (the "Child Protection Act").
- You bear full responsibility for the Submissions and Geisha Affair shall review any proposed corrections, changes or deletions by you within 48 hours.
- You shall keep all records as required by the Child Protection Act or as requested by Geisha Affair.
2. Materials Provided to Geisha Affair or Uploaded to the Website
Geisha Affair does not claim ownership of the content or Submissions you provide to Geisha Affair (including feedback and suggestions) or post, upload, input or submit to the Website or its associated services for review by the general public, or by the members of any public or private community. However, by posting, uploading, inputting, providing or submitting ("Posting") your Submissions you are granting Geisha Affair, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of the Website, including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submissions; to publish your name in connection with your Submissions; and the right to sublicense such rights to any supplier of the Website. No compensation will be paid with respect to the use of your Submission, as provided herein. Geisha Affair is under no obligation to post or use any Submission you may provide and Geisha Affair may remove any Submission at any time in its sole discretion. By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Advertiser Agreement including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
3. Representations and Warranties by You
You hereby represent and warrant to Geisha Affair as follows:
- You own or control the rights in and to the Submissions necessary to permit its posting on the Website. The Submissions are wholly original and have not been copied in whole or in part from any other work, picture or source; the Submissions are neither fake nor "stock" photography.
- The Submissions contain your images, or who you actually presently employ or represent; should such individual no longer be employed or otherwise associated with you, you shall notify Geisha Affair in writing within 24 hours of such disassociation.
- The person whose image was recorded in the Submissions was over the age of eighteen (18) years at the time the Submissions was so recorded.
- No claim has been made against you and that you know of no claim that the Submissions infringe the copyrights, privacy rights, or property rights, or violate the rights in any other work and/or of any person, film, or corporation whatsoever. The Submissions are not in the public domain and enjoy and will enjoy, either statutory or (to the extent it may exist) common law copyright protection in the United States and all countries adhering to the Berne and Universal Copyright Conventions.
- No Submission is pornographic, obscene, or depict a human being engaged in actual or simulated sexual conduct including but not limited to actual or simulated (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area of any person.
- You do not and will not engage in or provide advertising for any illegal activities including, but not limited to, prostitution.
- Any Submission you post on or through the Website shall not offer, solicit, or describe sexual activity, prostitution, or any illegal activities.
- All obligations with respect to the Submissions, including but not limited to, all salaries, royalties, present and future license fees, service charges and the like, have heretofore been fully paid. The Submissions contain no libelous material and do not violate any laws in effect as of the date you accept this Agreement.
- Your business is lawful in the country in which you reside, and any individual state, province, territory, and/or municipalities in which it operates such business.
- You have read, understand and shall fully abide by Geisha Affair's "Advertising Guidelines" as they appear on the Website, and agree that interest may be charged by Geisha Affair on overdue accounts and any other fees and expenses not paid to Geisha Affair as provided in the billing guidelines at the rate of one and one-half percent (1-1/2%) per month or the maximum amount allowed by law, whichever is less, commencing with the date payment was due.
- As determined by the Advertising Guidelines, subscription fees are to be automatically renewed for the duration of your selected subscription period. You may cancel your account and this Agreement at any time by sending clicking on the appropriate link on your profile page prior to the date of rebilling. Fees are billed in advance and fees paid are non-refundable.
- Unless and until this Agreement is canceled in accordance with the terms hereof, you hereby authorize Geisha Affair to charge your credit card to pay for the ongoing cost of your subscription. Subscription is on a monthly basis, and your card will continue to be charged once per month until you cancel.
- You hereby acknowledge and agree that if you cancel your subscription, or if your membership is cancelled by us, your account will be removed from the system at the end of the then current membership period and that you will be entitled to receive the full benefits of your subscription until the end of such period. You shall not be entitled to any pro-rated or partial refund if you cancel your subscription before the end of the then current membership period. You agree that if you cancel at any time after purchasing a membership to the Site (e.g., 20 minutes after you sign up), you will still be charged the full period's membership fee.
5. Indemnification by You
You shall defend, indemnify and hold harmless Geisha Affair, its successors, assigns, officers, contractors, directors, and agents from and against any losses, damages, costs, charges, reasonable attorney's fees, recoveries, actions, judgments, penalties, expenses and other losses whatsoever which may be obtained against, imposed upon or suffered by Geisha Affair, its successors, assigns, officers, directors, and agents by reason of the breach of any warranty, covenant, agreement or misrepresentation made by you.
6. Limitation of Liability
- Geisha Affair's aggregate liability to you for damages concerning performance or nonperformance by Geisha Affair or in any way related to this Agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed the fees received by Geisha Affair from you for the three (3) month period preceding the occurrence of such liability.
- In no event shall Geisha Affair be liable for any indirect, incidental, special, punitive or consequential damages, including without limitation damages for lost data or lost profits, even if Geisha Affair has been advised as to the possibility of such damages.
- Geisha Affair regularly, and sometimes unexpectedly, must perform system maintenance, preventative maintenance, emergency maintenance, and unplanned troubleshooting. In addition, Geisha Affair's agreements with certain suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. Geisha Affair will have no liability whatsoever for any unavailability of the Website caused by Geisha Affair's maintenance or troubleshooting activities, or any supplier's performance or lack of performance of the maintenance work needed to keep the Website operable. Geisha Affair will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by Geisha Affair, any third party acts, the acts of any web services provider or problems with the Internet infrastructure and networks external to the Website. The limitations of liability provided in this Agreement inure to the benefit of Geisha Affair, Geisha Affair's affiliates and all of Geisha Affair's respective officers, directors, employees, attorneys and agents.
7. Term and Termination
This Agreement shall become effective upon the date you accept this Agreement and shall continue until terminated by Geisha Affair or you as provided for under the terms of this Agreement. You hereby acknowledge that Geisha Affair may, in its sole discretion, terminate or suspend your Submissions listed on the Website for any reason, including, without limitation, breach of the Agreement. You may terminate your membership as described in Section 4(a). Upon termination, all Submissions will be removed from the Website, and you will remain responsible for all fees payable through the effective date of termination.
- The laws of Nevada shall govern the interpretation, validity and enforcement of this Agreement.
- Geisha Affair has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without Geisha Affair's prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.
- All notices permitted or required under this Agreement shall be in writing and shall be by personal delivery, nationally recognized overnight courier service, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon the earlier of actual receipt or one (1) day after deposit with the courier service, five (5) days after deposit in the mail, or receipt by sender of confirmation of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.
- Geisha Affair and you are independent contractors in all relationships and actions under and contemplated by this Agreement. This Agreement shall not be construed to create any employment relation, partnership, joint venture, or agency relationship between the parties or to authorize any party as of the date you accept this Agreement to enter into any commitment or agreement binding on the other.
- This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral. This Agreement may only be changed by written mutual agreement of authorized representatives of the parties. If any provision of the Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such unenforceable or invalid provision had never been contained herein. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination.