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ADVERTISER AGREEMENT FOR PLACEMENT OF CONTENT Agreement made by and between Secret Endeavors, LLC., a Nevada Corporation with an address at 3763 Howard Hughes Parkway, Suite 170-A, Las Vegas, NV 89169 [hereafter “Secret Endeavors, LLC”] and the person or entity accepting this Agreement [hereafter “ADVERTISER”] as of the date set forth below on which such acceptance occurs. WITNESSETH: WHEREAS, Secret Endeavors, LLC is engaged in the electronic publication of an accurate and quality adult entertainer directory [the “Directory”] on the Internet through a Secret Endeavors, LLC owned and operated website [the “Web Site”]; and WHEREAS, Secret Endeavors, LLC has an area on its Web Site, accessible to anyone who visits the Web Site, which contains an index of participating advertisers along with thumbnail photographs of the participating advertisers along with the advertiser’s name, contact information, and other textual material created and submitted by the individual advertiser; and WHEREAS, if ADVERTISER is an individual, ADVERTISER wishes to promote and advertise ADVERTISER’S own website or personal services by having photographs, descriptions, and other text content relating to ADVERTISER or said website or personal services listed, published, exhibited and displayed on the Guide through the Web Site; and WHEREAS, if ADVERTISER is an Agency, ADVERTISER operates an adult entertainment service (or represents adult entertainers) and desires to submit images and other information about the adult entertainers whom Agency employs or represents for posting on the Web Site; and WHEREAS, Secret Endeavors, LLC is willing to include ADVERTISER’S supplied images and content in the Guide and to post same on the Web Site strictly upon the terms and conditions contained herein; NOW THEREFORE, in consideration of the mutual promises and agreements herein contained and for good valuable consideration, the adequacy and sufficiency of which is acknowledged, the parties, each attending to be legally bound hereby, do promise and agree as follows: 1. Posting Of Content. Secret Endeavors, LLC will include visual images, text material, biographical and contact information [collectively, the “Content”] provided by ADVERTISER in the Guide and post same on the Web Site as follows: 1.1 All Content supplied by ADVERTISER shall have been produced in accordance with all applicable provisions of the Child Protection Restoration and Penalties Enhancement Act of 1990, as set forth at 18 U.S.C. 1.2 ADVERTISER bears full responsibility for the placement of the Content and shall notify Secret Endeavors, LLC within 24-hours of first posting of any corrections, changes or deletions necessary thereto. 1.3 ADVERTISER is solely liable for any of the content provided through any link included on the Web Site and for any technical malfunctions, errors or other problems caused by such link. ADVERTISER warrants that it will not provide anything other than a direct link from the Web Site to its web site. 1.4 ADVERTISER is solely responsible for all content provided to Secret Endeavors, LLC on ADVERTISER’S behalf by third parties, such as photographers or other delegates of ADVERTISER and all provisions of this agreement shall apply to said content. 1.5 ADVERTISER shall keep all records required by the Child Protection Act or as requested by Secret Endeavors, LLC It is the intent of ADVERTISER and Secret Endeavors, LLC that the Web Site shall serve as a venue for electronic exhibition of the Content and therefore ADVERTISER agrees that Secret Endeavors, LLC shall not required to comply with the labeling or record keeping requirements of the Child Protection Act with respect to any visual Content submitted to Secret Endeavors, LLC. In addition, if ADVERTISER resides in a jurisdiction other than the United States (the “Foreign Jurisdiction”), or is submitting Content from a Foreign Jurisdiction. ADVERTISER shall keep all records as may be required under the laws of such Foreign Jurisdiction. 2. Grant Of License Rights. ADVERTISER hereby grants Secret Endeavors, LLC a non-exclusive license to use, display, copy, publish, exhibit, broadcast, transmit, communicate, perform and disseminate in the Guide and on the Internet through the Web Site any Content submitted by ADVERTISER to Secret Endeavors, LLC including any derivative works based on, or compilation including, said Content, for the limited purpose that ADVERTISER submitted the Content to Secret Endeavors, LLC. ADVERTISER hereby grants Secret Endeavors, LLC the right, in Secret Endeavors, LLCs’ sole discretion, to process and/or make changes to the Content, including, but not limited to inserting Secret Endeavors, LLCs’ watermark on digitized Content for the purpose of deterring third party copyright infringements. ADVERTISER expressly releases Secret Endeavors, LLC from any and all liability arising in connection with Secret Endeavors,LLCs’ authorized use of the Content, including liability arising from any blurring, distortion, alteration, or optical illusion that may occur during processing of the Content. 2.1 Notwithstanding any provision herein to the contrary, Secret Endeavors, LLC shall have the right to institute a suit for infringement, unfair competition, dilution or other action with respect to the use of the Content of third parties, provided that Secret Endeavors, LLC will have no duty to initiate or pursue such suit if in its best judgment the suit is not warranted or is not in its best interests. ADVERTISER will, at all times, reasonably cooperate with Secret Endeavors, LLC and its counsel in respect of any suspected infringement or suit for infringement, including, but not limited to testifying, and by making available any records, papers, information, and the like when reasonably requested by Secret Endeavors, LLC. The provisions of this paragraph 2.1 shall survive the expiration or termination of this Agreement for any reason. 2.2 Secret Endeavors, LLC is not required or obligated to pay ADVERTISER any monetary compensation for the license right that ADVERTISER has granted to Secret Endeavors, LLC herein, and ADVERTISER agrees that the publication and display of the Content in the directory on the Web Site constitute adequate and sufficient consideration for the grant of said rights. 2.3 The duration of the license rights granted herein by ADVERTISER to Secret Endeavors, LLC shall be for an unlimited period, except that said license rights may be terminated, at any time, upon three (3) days’ written notification of termination given to Secret Endeavors, LLC by ADVERTISER. After effective termination of license rights by Advertiser, Secret Endeavors, LLC shall remove any Content from the Secret Endeavors Website, “Courtesan Lounge”. Secret Endeavors, LLC shall not be required to return any Content to ADVERTISER that ADVERTISER has submitted to Secret Endeavors, LLC. 2.4 All license rights granted to Secret Endeavors, LLC herein shall be fully assignable by Secret Endeavors, LLC. 2.5 ADVERTISER may designate a third party to act on ADVERTISER’S behalf by executing an Advertiser Delegation Agreement. ADVERTISER acknowledges that ADVERTISER is fully responsible for the actions of a designated third-party on ADVERTISER’S behalf. ADVERTISER acknowledges that execution of an Advertiser Delegation Agreement does not release ADVERTISER from the terms of this Agreement. 3. Representations, Warranties And Indemnity Of ADVERTISER. ADVERTISER hereby represents and warrants to Secret Endeavors, LLC, as follows: 3.1 The ADVERTISER owns or processes the legal authority to grant to Secret Endeavors, LLC, any license or license rights referred to in this Agreement regarding the Content necessary to permit the posting of the Content on the Web Site, including without limitation, all copyright, trademark and trade name releases, and model releases of all persons appearing in said Content sufficient to permit the legal use of their names and likeness, including waivers of all necessary rights of publicity and privacy. 3.2 The ADVERTISER has made no other agreements, obligations, commitments or legal encumbrances at might prevent or interfere with the rights and license that ADVERTISER has granted to Secret Endeavors, LLC, herein, or that might prevent Web Site from freely using the Content as provided in this Agreement. 3.3 That the Content is wholly original and has not been copied in whole or in part from any other work, picture or source; the visual images contained in the Content are neither fake nor “stock” photography, and that any photograph of a person depicted in the Content is a true and accurate representation of the person depicted and available for engagement. 3.4 That all persons depicted in photographs in the Content that ADVERTISER has submitted to Secret Endeavors, LLC were adults over the age of eighteen (18) years of age (or older, if the age of adult status is greater than 18 in the jurisdiction where the persons were photographed), at the time that said persons were photographed, in connection with the creation or production of the Content. 3.5 That, if ADVERTISER is an Agency, that all photographs of individuals contained in the Content are photographs of an adult entertainer who the Agency actually presently employs or represents; should such individual no longer be associated with the Agency, Agency shall notify Secret Endeavors, LLC within 24 hours. 3.6 That there are no depictions or portrayals of any performer, model or other person in any Content submitted by ADVERTISER that, in any manner, directly or indirectly communicates, suggests or implies that any such person is a person under the age of eighteen (18) years or is otherwise a minor. 3.7 That any personal identification and/or age verification documentation of the persons depicted in the Content that ADVERTISER has presented to Secret Endeavors, LLC for publication in the Web Site is valid, authentic and real; that the information contained therein is true and accurate; and that said documentation was issued by the authority of the persons whose name appears on the documentation. 3.8 That no claim has been made against ADVERTISER and that ADVERTISER knows of no claim that the Content infringes the copyrights or violates the rights in any other work and/or of any person, film, or corporation whatsoever; that the Content is not in the public domain and enjoys 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. 3.9 That all obligations with respect to the Content, including but not limited to, all salaries, royalties, present and future license fees, service charges and the like, if any, have heretofore been fully paid. 3.10 That the Contents: (a) contains no matter that is libelous, obscene or otherwise contrary law; (b) does not involve depictions of actual sexual activity; ( c) has not at any time been the subject of any prosecution, investigation or civil action by any part or governmental agency. 3.11 That nothing in the Content constitutes an offer to engage in unlawful conduct or behavior, a solicitation to engage in unlawful conduct or a communication relating to unlawful conduct or behavior of any kind. 3.12 That if ADVERTISER is conducting a business that is described or featured in the Content submitted to Secret Endeavors, LLC by ADVERTISER or that is on ADVERTISER’s website, that said business is lawful in the United States and any individual State and municipalities in which it operates. 3.13 That ADVERTISER has read, understands, and shall fully abide by Secret Endeavors, LLC’s Websites “Terms and Conditions”. 3.14 That ADVERTISER acknowledges that ADVERTISER has fully read and understands this Agreement, or the electronic duplicate copy of this Agreement located at http://www.courtesanlounge.com/all/featured/advertise-new.html, and agrees to all of the terms and conditions in said Agreement. 3.15 That ADVERTISER shall defend, indemnify and hold harmless Secret Endeavors, LLC, its officers and directors, successors, assigns, affiliates, and licenses from and against any action, suit, claim, judgments, penalties, losses, damages, costs, charges, including reasonable attorney’s fees, and other losses whatsoever which may be obtained or imposed by reason of the breach of any warranty, covenant, agreement or a misrepresentation made by the ADVERTISER to Secret Endeavors, LLC infringes any intellectual property rights or another rights of any third party on account of the use of the Content by Secret Endeavors, LLC as contemplated within the scope of this Agreement. ADVERTISER further agrees that ADVERTISER’s indemnification obligations, as set forth herein, shall survive the termination of this Agreement. 4.0 Limitation Of Liability For Submitted Content. ADVERTISER agrees that Secret Endeavors, LLC shall not be responsible or liable in any way or to any degree for the loss or damage to any Content supplied or submitted by ADVERTISER to Secret Endeavors, LLC. ADVERTISER expressingly acknowledges that ADVERTISER is only supplying copies of the Content to Secret Endeavors, LLC. 5.0 Limitation of Liability. ADVERTISER UNDERSTANDS AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SECRET ENDEAVORS, LLC BE LIABLE FOR ANY DAMAGES WHATSOEVER TO ADVERTISER OR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM AGENCY’S RIGHTS (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE SERVICES PROVIDED BY SECRET ENDEAVORS, LLC, OR THE USE OF SOFTWARE, HARDWARE OR TELECOMMUNICATION FACILITIES BY SECRET ENDEAVORS, LLC IN PROVIDING SERVICES TO ADVERTISER, EVEN IF SECRET ENDEAVORS, LLC HAS BEEN ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. 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 THIS AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC OR OTHER TERMS OF THIS AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION. IN ANY CASE, SECRET ENDEAVORS, LLC’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SERVICE AGREEMENT SHALL BE LIMITED TO A TOTAL OF NO MORE THAN TEN DOLLARS ($10.00). BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY. 6.0 Secret Endeavors, LLC Functioning as ISP. 6.1 ADVERTISER agrees that ADVERTISER is solely responsible for any Content that ADVERTISER submits to Secret Endeavors, LLC for publication on the Web Site. 6.2 For the purposes of any enforcement of rights arising under this Agreement, Secret Endeavors, LLC shall be deemed to be an Internet Service Provider (“ISP”) as that term is defined in the Digital Millennium Copyright Act (“DMCA”) for all claims arising hereunder, and shall also be deemed to be an Interactive Computer Service as that term is used in the Communications Decency Act. ADVERTISER shall give notice and comply with the notification procedures of the DMCA and agree that Secret Endeavors, LLC will have and shall fully benefit from the safe harbor provisions set forth in the DMCA regarding ISPs, the liability limitations, Good Samaritan and other provisions pertaining to Interactive Computer Services set forth in 47 U.S.C. § 230 (c) et seq., and all similar notice and other provisions limiting or otherwise insulating the liability of ISPs and Interactive Computer Services pursuant to the statutory or case law of the United States, any state or territory thereof, or any jurisdiction in which ADVERTISER or ADVERTISER’s assigns elect to bring any claim against Secret Endeavors, LLC or any of Secret Endeavors, LLC’s assigns or sub-licensees of rights granted to Secret Endeavors, LLC hereunder. 7.0 Miscellaneous Provisions. 7.1 ADVERTISER agrees that this Agreement contains the entire agreement between ADVERTISER and Secret Endeavors, LLC regarding ADVERTISER’S submission of Content to Secret Endeavors, LLC for publication on the Web Site. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by Secret Endeavors, LLC. 7.2 ADVERTISER agrees that this Agreement shall be governed by and construed under the laws of the State of Nevada and the United States as applied to agreements between Nevada state residents entered into and to be performed within the State of Nevada, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. 7.3 ADVERTISER agrees that in case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. 7.4 ADVERTISER agrees that for purposes of construction, this Agreement shall be deemed to have been drafted by both ADVERTISER and Secret Endeavors, LLC. Any and all ambiguities and/or inconsistencies shall not be construed in favor of or against either party hereto. 7.5 ADVERTISER agrees that in any legal action to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. 7.6 The parties agree that this Agreement shall be governed by and construed under the laws of the State of Nevada and the United States as applied to agreements between Nevada state residents entered into and to be performed within the State of Nevada, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Except with respect to claims of infringement or misappropriation of a party’s intellectual property rights or with respect to any claim for injunctive or equitable relief (together, “Dispute Exclusions”), any dispute or claim arising under or with respect to this Agreement that is incapable of informal resolution will be resolved by arbitration before one (1) arbitrator in Las Vegas, Nevada in accordance with the Rules for Commercial Arbitration of the American Arbitration Association ("AAA"). The appointing agency shall be the AAA. The decision or award of the arbitrator shall be final and binding upon the parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. In the case of Dispute Exclusions, the parties agree that the venue for such litigation, depending on the subject matter of the dispute, shall be either in the Nevada State Courts or the Federal District Court whose venue includes Las Vegas, Nevada. Advertiser hereby consents and stipulates to the jurisdiction of said State and/or Federal District Court. 7.7 No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. This Agreement shall become effective upon receipt and acceptance by Secret Endeavors, LLC of a signed and dated CONFIRMATION OF EXECUTION OF AGREEMENT, a copy of which is attached hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. This Agreement may be executed in one or more counterpart copies. Each counterpart copy shall constitute an agreement and all of the counterpart copies shall constitute one fully executed agreement. This Agreement may be executed on facsimile counterparts. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 7.8 Other than Advertiser’s obligation to pay fees when due, neither party will be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including, without limitation, acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer, server or software, including Y2K errors or omissions. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event. 7.9 The relationship between Secret Endeavors, LLC and Advertiser under this Agreement is that of independent contractors and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any manner or thing whatsoever. 7.10 Either party shall be entitled to terminate this Agreement for cause immediately upon written notice to the other party. Either party may terminate this Agreement for its convenience upon ten (10) days notice to the other except that Advertiser may only terminate this Agreement if Advertiser does not have any Content published on one or more outlets on the Secret Endeavors, LLC directory. Upon termination, the relationship of the parties shall cease. No content provided by Advertiser shall be returned upon termination. 7.11 All notices (i.e. under Section 2.4 or Section 7.10) to Secret Endeavors, LLC hereunder must be sent to the General Counsel of Secret Endeavors, LLC at legal@courtesanlounge.com. 7.13 This Agreement is intended to be governed by the Electronic Signatures Act (E-SIGN Act”). By submitting the acceptance form Advertiser thereby affixes his or her electronic signature to this Agreement, and thereby manifests assent to all terms contained hereunder. Important! Notwithstanding anything to the contrary in this Agreement or elsewhere, Secret Endeavors, LLC always reserves the right in its sole discretion to request ID’s, verify the age of the entertainers, verify the age of the entertainers featured in any photos at the time the photos were taken, reject Content, change pricing and/or the pricing model, and/or change advertising categories and policies with respect to such categories. CONFIRMATION OF EXECUTION OF AGREEMENT The undersigned hereby acknowledges and confirms the following: 1. That the undersigned has obtained a copy of a document entitled ADVERTISER AGREEMENT FOR PLACEMENT OF CONTENT (the “AGREEMENT”), (which can be downloaded and/or printed in Adobe Acrobat Format, located at http://www.courtesanlounge.com/all/featured/advertise-new.html), between Secret Endeavors, LLC and the undersigned, in which the undersigned is identified and referred to as the ADVERTISER. 2. That the undersigned has been informed that a duplicate electronic copy of the AGREEMENT is available at http://www.courtesanlounge.com/all/featured/advertise-new.html 3. That the undersigned has fully read and understands all of the terms and conditions of the AGREEMENT. 4. That the undersigned agrees to be bound by all the terms and conditions of the AGREEMENT. 5. That the undersigned executed the AGREEMENT as of the date set forth herein and the AGREEMENT shall commence as of said date set forth below. 6. That by executing this CONFIRMATION OF EXECUTION OF AGREEMENT the undersigned hereby confirms the undersigned’s execution of the AGREEMENT, agrees to be bound by all the terms of the AGREEMENT, and further agrees that this CONFIRMATION OF EXECUTION OF AGREEMENT shall constitute conclusive proof of the execution of the AGREEMENT by the undersigned. INSTRUCTIONS AND NOTES: * LEGAL NAME must be the NAME that appears on your government-issued identification document that can be confirmed by Secret Endeavors, LLC.
By checking this box, I certify that I have read and agree to the terms above.

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