Company Name:	_________________________________________________________________
Company Address:	_________________________________________________________________
Billing Contact:	Email:_______________________________   Phone:______________________
Technical Contact:	Email:_______________________________   Phone:______________________
Sample Websites:	_________________________________________________________________
Sample Login:	URL:_______________________ User:_____________ Password:____________
Credit Card Info:	Number:_______________________________   Exp:_______   CVV2:________
I agree to pay the total monthly amount of my chosen feed package below, including any bandwidth overages, according to the card issuer agreement. I hereby authorize XPays and it's service provider FYPM LLC to charge the above credit card for this amount. This charge will appear on your credit card statement as "FYPM LLC".
Signature:	_________________________________________   Date: ______________
Cardholder Name:	_________________________________________________
If you prefer to pay via monthly wire transfers, please select an option below. We will contact you with our wire information as soon as your account is approved. ____ Wire Option 1: Pay initial month with credit card info above, and pay subsequent months and bandwidth overages via wire transfer going forward. Wire payments 5 days past due will be applied to the credit card on file. ____ Wire Option 2: Make all payments via wire transfer. (Requires a double initial payment to cover the first month & a deposit for any overages.) Note: All incoming wires totaling less than $1,000.00 will be charged a $20 processing fee.
Select Your Feed Package: (All Plans Include Unlimited Referring URLs)
___ Basic Plan	$199.00 per month, includes first 50GB transfer, & $2.50 per additional GB
___ Pro Plan	$399.00 per month, includes first 100GB transfer, & $1.50 per additional GB
* Jumbo Plan Auto-Upgrade: Pro Plan accounts at +1500 GB per month, pay only $1.00 per GB
PLEASE INITIAL THE FOLLOWING TERMS: • ______ Bandwidth Overages: Monthly overage charges will be processed within the first 5 days of the subsequent month, and will be applied to the credit card on file. You may upgrade or downgrade your feed package at any time. Please note that excessive bandwidth overages may be subject to mid-month payment requirements. • ______ Promotional Material & Acceptable Use: Licensee and it's authorized advertisers/affiliates, may only used approved/provided images and verbiage to market or promote the Content to potential customers. Any custom or non-standard promotional material requires explicit prior written approval/permission from Licensor. Upon cancellation, all promotional material and/or references to the content must be immediately removed from all websites. • ______ Affiliate Conduct: Your affiliates must all comply with all restrictions regarding promotional material. Upon notification of improper affiliate conduct, Licensee must immediately contact the affiliate to resolve and/or mitigate any issues. If the affiliate's conduct is not satisfactorily remedied, Licensee will be required to provide the affiliate's contact information, and also risks immediate termination of this Agreement. • ______ Refusal of Service: XPays reserves the right, even after receiving this signed Agreement, to refuse to license this content to the potential Licensee for any reason. • ______ Cancellation By Licensor: This service may be cancelled at any time by the Feed Provider (Licensor), with 21 day advance notice, and any advance payments will be entitled to a pro-rated refund. • ______ Cancellation By Licensee: You, the Licensee, may cancel service at any time, with 3 business days notice. Any pre-payment will be pro-rated and refunded, including any bandwidth overages. If after cancellation and pro-ration, Licensee still has a remaining fees dues, the balance will be immediately applied to the credit card on file. I agree to the Terms & Conditions of this Agreement, as listed above and below.
Authorized Signature: ________________________________________   Date: ____________
Print Name & Title: _____________________________________________________________
Requirements: In order to license this content from XPays Inc. (the Licensor), you (the Licensee) must: (a) Have a "membership" or "subscription" Internet site, which requires a credit card for age verification and a user name and password for consumers to become subscribers and enter the site. Note: This content may NOT be shown on unprotected or free web sites, such that access may only granted though a protected "members" area. (b) Provide XPays Inc. with a valid user name and password for Licensee's subscription site permitting XPays Inc. access to inspect the feed(s) as long as the Content appears on Licensee's Site. If Licensee does not provide XPays Inc. with this information in a timely manner, Licensee will not be activated and/or participation in the program shall be terminated. (c) Follow XPays Inc.'s linking, text and/or banner placement requirements. Specifically, by including the required Javascript authorization HTML on home pages and/or 2257 pages where the content will be viewed. In addition, Licensee may not alter or modify any HTML, Javascript, designs or artwork XPays Inc. provides to Licensee. A breach of this provision shall be cause for immediate termination of Licensee's participation in the program. XPays Inc. Responsibilities: XPays Inc. shall be responsible for feeding the HotelHeiress - Paris Hilton Sex Tape video stream (the "Content") to Licensee's Site. Cost of Content: Feed Package prices are noted above, and include a base monthly fee and potential bandwidth overage fees. If XPays Inc. does not receive payment by the 5th day of each new billing cycle, the service feed to the Content shall be automatically disconnected. ** Monthly costs to Licensees are subject to rate increases contingent upon additional bandwidth usage/costs. Any rate increases will be notified 30 days in advance by XPays Inc. Feed/Stream Placement: Licensee understands and acknowledges that access to the Content must placed in the Membership and/or Subscription area of Licensee's Site. Licensee may not make the services available to any "free" areas of the Site. In addition, Licensee shall not permit any other sites to link to the Content. Limited License: Subject to the Terms of Service set forth herein, XPays Inc. grants to Licensee a limited, non-exclusive and non-transferable license to use specified graphic files, video files, hyperlinks, audio files (if applicable), and other software ("Software") associated with the Content during the time in which you are an active Licensee. Licensee may not (a) permit other individuals to use the Software; (b) modify, translate, reverse engineer, decompile, disassemble the Software; (c) make derivative works based on the Software; (c) rent, lease or transfer any rights in the Software; (e) remove any proprietary notices, or (f) make any other use of the Software not expressly authorized by this Agreement. Licensee Termination: XPays Inc. reserves the right to terminate Licensee accounts at any time, with or without cause, with 21 days advance notice. Delivery of notice via e-mail shall be considered sufficient notice of termination to Licensee, and any pre-paid fees will be pro-rated and refunded accordingly. Indemnification: Licensee agrees to indemnify and hold harmless XPays Inc., its officers, directors, employees, agents, successors and assigns from and against any claims arising from a breach of Licensee's representations, warranties or promises herein made, including, without limitation, any loss, damage, liability (including reasonable attorneys' fees and costs) resulting from the use of any XPays Inc. materials in a manner not expressly authorized by this Agreement. Licensee further agrees to indemnify and hold harmless XPays Inc., its officers, directors, employees, agents successors and assigns from and against any claims arising from or in connection with any other materials Licensee places on the site. Representations and Warranties: (a) Licensee warrants and represents that it owns or operates a lawful, and otherwise valid Internet Web site; Licensee is an adult at least eighteen (18) years of age and has the requisite power and authority to enter into this Agreement and perform the obligations set forth herein; Licensee's performance as set forth in this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by Licensee; there are no outstanding orders, judgments, decrees, rules or regulations which would preclude Licensee from entering into this Agreement. (b) XPays Inc. warrants and represents that it owns, controls or otherwise has the rights to the Content described herein and has the requisite power and authority to enter into this Agreement and perform the obligations set forth herein; there are no outstanding orders, judgments, decrees, rules or regulations which would preclude XPays Inc. from entering into this Agreement. Model Age Verification: All models and performers are 18 years of age or older. The records required by Section 2257 of Title 18, United States Code, with respect to these Content are kept by the Custodian of Records. Miscellaneous Terms: (a) All Content provided by XPays Inc. is protected by federal copyright and may not be copied, redistributed, or downloaded, in whole or in part, without the prior written consent of XPays Inc.. XPays Inc. and other trade names are the trademarks of their respective owner(s) and may not be exploited without the express written permission of said owner(s). (b) XPays Inc. reserves the right to limit the bandwidth and duration of the delivery of the Content at its own discretion. (c) Under no circumstances and under no cause of action or legal theory shall XPays Inc., its officers, directors, employees, agents or assigns, be liable to you or any other person for any indirect, special, incidental, or consequential damages of any kind, including, without limitation, damages for loss of goodwill, computer failure or down-time or any other commercial damages resulting from any use of the Software or Content. Governing Law: This Agreement shall be governed and construed pursuant to the laws of the state of California. Any dispute arising hereunder shall be resolved by binding arbitration before one (1) arbitrator in San Francisco, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). The AAA shall select the arbitrator. Acceptance and Execution of Agreement: Your acceptance of the Terms of Service by completing and signing this Agreement means that you, the Licensee agrees to be bound by the Terms of Service set forth in this Agreement and XPays Inc. agrees to become a counter-party to the Agreement, pending final approval. The date of execution shall be the date on which XPays Inc. accepts this Agreement by processing the initial credit card payment.   Created: 2009-07-02 20:44:13