Before using the sites or ordering from the sites, the user agrees to read the Terms and Conditions relative to viewing videos using the Services and Terms and Conditions below (« TCs »). Any use of the sites or orders made from the sites in order to view videos implies that the user has read attentively, understood and accepted in their entirety the terms of the present TCs.

The user also understands and expressly accepts by the present TCs that some content of the sites and services are erotic and/or pornographic in nature and that the content includes text, sounds and images (fixed or animated) of this type. The user accepts to prevent any under-aged persons or any other persons who may be shocked or offended from having access to that content (the legal age is defined by the user's geographic zone).

1. General Terms

The present TERMS AND CONDITIONS OF USE (hereafter referred to as « TCs ») govern the access to and the use of the « www.video-x.com » site and its sub-sites (hereafter referred to as « the Sites ») as well as the consultation and reception using access to and use of the sites, of content and video files such as are available on the said Sites from the Company catalogue under the form of online " video on demand " (hereafter referred to as « the Videos »).
The content and Services of the sites are made available to the user under the terms of the TCs. This content includes all human auditory and/or visual elements from the Sites including all texts, pictures, graphics, illustrations, screen shots, videos/audios or any audiovisual works, all drawings, logos or any other content available through the Sites and the Services.
According to the present TCs and on condition that the user agrees beforehand, the Company will deliver to the user, for his own strictly private, personal and non commercial use, a non exclusive, non transferable, non negotiable license to use and view, on his own equipment and under the terms of the TCs (especially regarding intellectual property rights) all content from the Sites which can be viewed or downloaded using the Services and, especially, any code file, audio or image content included in or generated by Medialive software.
The user explicitly agrees that :

• under no circumstances can any of the said viewed or downloaded content be communicated, copied, decompiled, modified or disposed of either for free or against payment to any person, under pain of criminal proceedings and damages ;
• any use of the Sites by the user suppose his legal capacity to sign contracts and/or make purchases ;
• all electronic transmissions by the user are a valid consent and prove his intent to be bound by contract by any transactions referring to the Sites and/or Services (especially concerning payments) ; et
• under no circumstances can the above mentioned license be disposed of or transferred, nor may any sub-licenses be granted.

The Sites allow all users online and on demand to (i) view streamed videos online against payment (pay per minute) and/or (ii) to receive videos downloaded online either for a definite or an indefinite period (hereafter referred to as « the Services »).
Any download of a video implies that the Medialive software be installed previously on the user«s computer as well as digital rights management software (DRM) the DRM software will be used to manage the licenses for the use of the videos.
The Sites are the sole and exclusive property of and are edited by the registered Luxemburg Company 21 Média Entertainment Sàrl which has its registered address at 1 rue Goethe , Luxembourg registered in Luxemburg with the following number B116248 (hereafter referred to as « the Company »).
All elements included in the content, texts, sounds and images sent to the user by means of the Services are the exclusive direct or indirect property of the Company. These elements are protected by intellectual and industrial copyright laws and may only be used privately and not commercially.
The present TCs supercede and replace any other previous Terms and Conditions of use and/or sales for the Sites and/or Services.
The present TCs are the entirety of the agreement to use the Sites and Services between the Company and the user. All use of the Sites and Services is exclusively granted to users having explicitly accepted the present TCs.
The Company reserves the right to modify or alter all or part of the TCs at any time and for any reason. Any change or removal of one or more clauses of the present TCs shall have no consequences on the remaining part of the agreement or relationship with the user.

2. Conditions of use of the Sites

Warning Protection of under-aged persons
Some content of the Services is erotic and/or pornographic, including texts, sounds, videos and images of the same nature and can therefore offend or gravely affect public feelings, and, in particular under-aged persons (meaning any person being less than 18 years old or any other age depending on the current legislation in the geographical area concerned). Consequently content and Services are exclusively for the use of adults as defined by law in their respective countries and wishing to use the said Services.

The user certifies that the use of the Sites and Services can bring him to have access to obscene or violent content without any previous warning. The user agrees that his use of the Sites and Services are at his own risks and that the Company can in no way be held liable from this point of view.

2.1 The Services
The Company makes the services available to the user so that they be used in a normal way and for purely recreactional use. The Company will not guarantee the truth or exactness of the information contained on its Sites. Therefore, the user agrees that the Company can in no way be held liable for any errors (including delays or interruptions of service), omissions, technical or human errors as to the information contained in or available on the Sites. ALL INFORMATION AND CONTENT ON THE SITES IS SUPPLIED WITHOUT ANY KIND OF GUARANTEE WHETHER EXPLICIT OR IMPLICIT.

2.2 Streaming/Downloading Site content
Some videos are available for viewing by streaming and others are available for online downloading, some are available for both. This is at the entire discretion of the Company. The format, the availability and the price of each video are indicated on the Sites. Depending on the geographical zone of the user, the computer and other technical parameters, not all methods of reception may be available.

2.3 Password/Username
In the event that a user account should be created; either compulsorily (streaming) or at the user&lquot;s discretion (downloads), the Company may issue or the user may create a username and/or password in order to access the Sites and Services. The user must ensure that his username and password are kept secret and prevent any third party from accessing or using them. The Company cannot be held liable (except in the case of major misconduct by Company management and/or company employees) for any use of the username and password by unauthorized third parties.

2.4 Protection of privacy, details given by the user
In order to use the Sites and Services the user agrees to give complete and accurate personal details and to keep them updated. The Company may cancel the user license at any time in the event that it becomes apparent that the user has given false, erroneous or incomplete information (especially concerning means of payment).

The user explicitly accepts that the Company may use and keep the details he has supplied and the Company guarantees that it will make all possible efforts to protect the information given by the user in order to use the Services. ; The user agrees that the transmission of such data is made at his own risks. The Company cannot be held liable in any circumstances regarding this point.

The personal details and data communicated from the Sites by the user in order to gain access to the Services are for the sole use of the Company. The Company agrees not to communicate or transmit this personal data to any third parties and to keep them and use them in a strictly confidential manner. This data is only used by the Company internally and by the internal departments of the technical service providers of the Company in order to process customer orders and cannot be used for any other purpose.

The Company commits to conform to any current legislation or regulations in the matter of the protection of privacy and the processing of personal data, in particular regarding the Luxemburg law of August 2nd 2002.

According to the above mentioned law, the user certifies that he has been informed of certain rights (right of access and right to oppose or correct information) on the personal data he has supplied to the Company while using the Services.

2.5 Restrictions to the use of the Services
The user agrees that any video he may view or receive using the Sites and Services may be altered by technical means or due to the rules protecting certain digital information they may contain. ; such constraints may limit or restrain the access or use of the Services. Therefore the user accepts to comply to any demands the Company may have to obey or which the Company may have to monitor.

The user agrees and accepts that the use of the Services may require the use of other computer programs (hardware and software) for which he is solely and exclusively liable. In the same way, once the videos have been received by the user he becomes solely and exclusively liable for their loss or damage. The Company can in no way be liable in this situation.

The user agrees that he has been informed that the Company has licenses given by third parties to edit the Sites and provide the Services. Therefore the Company may freely decide to add, remove, modify or render unavailable all or a part of its Sites and Services. In respect to this the user agrees that he is solely and exclusively liable for the fact that he may no longer partially or completely have access to the Sites and/or the Services in the same way. The Company may not be held liable in any way in this case.

The Company may, of its own accord (especially in order to ensure a better organisation of the Sites and the Services and their use) and without being in any way liable, impose restrictions or limits without any warning or notice to the use of the Sites and/or the Services by the user. In this respect the Company may :
- limit the size or number of files transferred to the user ;
- limit the time of access to the videos ;
- remove videos without explicitly informing the user.

Therefore, the user agrees to consult the Sites and the Services before each order in order to check any eventual technical constraints necessitated by the Sites and the Services.

2.6 Minimum configuration requirements and installation prerequisites
2.6.1 Minimum required configuration :
In order to be able to access and use the Services the user must have a computer having at least the following minimum configuration :

• a personal computer (PC) ;
• 1 GHz processor
• 256 Mb RAM ;
• Windows XP;
• Microsoft Internet Explorer 6.0 or later ;
• Windows Media 9 or later ;
• 64 Mb graphics card  ;
• 2 Gb free disk space.

The computer must be a PC, the Services are not available for Macintosh.

2.6.2 Medialive software
In order to access and download the videos each user must first install Medialive software when first using the Services. This software as well as any subsequent updates are automatically installed on the user’s computer when he is online. Once installed the Medialive software is automatically loaded every time the computer is rebooted. By installing the software on his computer the user can receive the videos available in the Services on his computer.

The user agrees that the accessibility of the Services depend directly on the respect of the above minimal configuration requirements

The user may uninstall the software at any time. This will remove all traces of the Medialive software from the user’s computer and he will no longer be able to view the videos he downloaded previously. All actions related to the said software are thus disabled.

2.6.3. Digital Rights Management or "DRM"
The global architecture of the Services also use digital rights management software (« DRM ») which provide the Company with a convenient means of distributing its videos in a secure manner. Due to this video crypting system the user will not be able to view videos until he has given his access key. This crypted key is stored in a license which is distributed in a separate file from the multimedia file. This protection is used to protect video content and avoid any pirate copies. The DRM software can limit or even revoke the user’s ability to view some videos. Under no circumstances is the Company liable in any way for any operations linked to the use of the DRM software (especially including the revocation of videos). The user may not under any circumstances attempt to bypass or corrupt the security or rules of usage of videos implemented by the DRM software. The user accepts automatic updates to the DRM software without prior notice and the consequences this may have, especially the inability to view videos previously downloaded.

2.7 Advertising, and third party sites/hyperlinks
The user agrees that the Company may insert advertisements and/or any other promotional material at any time. Under no circumstances can the user demand any payment or other compensation from the Company or any of its service providers resulting from these advertisements. The Company may not be held liable for these advertisements outside the terms of these TCs.

The user acknowledges the fact that the Sites may contain links to third party sites or hyperlinks ; this information is given with the sole purpose of being a reference. Therefore the Company cannot be held liable for any unavailablility or serious breach of the law by these sites (especially regarding their content) ; these sites being completely independent (including their content) of the Sites.

2.8 Technical support and complaints
For any information concerning the Sites and/or the Services, and in addition to the Frequently asked Questions section (FAQ) directly available online, technical support will be available at the following e-mail address : service-client@video-x.com or by mail at the following address : 21 Media Entertainment, 1 rue Goethe, L-1637, Luxembourg.

Any user may directly address any complaints to the Company by e-mail to the following address : service-client@video-x.com or by mail sent to 21 Media Entertainment, 1 rue Goethe, L-1637, Luxembourg.

3 - Order/Payment

3.1 Paid Services
Except for any free services offered occasionally on the Sites and highlighted as such, the videos are only available against payment.

The Service modes are the following :

• Reception of videos by online download for which the user must pay a price per act such as is indicated on the Sites in order to download the selected video and view it an unlimited number of times within a limited or unlimited timespan ; or
• access to streaming video on the basis of a payment per minute (pay-per-minute) by which the user may view the selected videos for a certain number of minutes.

Not all users will have access to all the above mentioned modes (depending on their geographical location and their equipment or any other reasons).

3.2 Online download of videos
 Online download of videos is available upon payment of the price indicated on the Sites for each selected video.

Upon payment the user may download the selected videos online on any equipment as indicated on the Sites. The user may view the videos an unlimited number of times during a limited or unlimited timespan. In the event that the online download is defective, the user can contact the Company i) by e-mail at the following address : service-client@video-x.com or ii) by mail at the following address : 21 Media Entertainment, 1 rue Goethe, L-1637, Luxembourg or iii) by using the Customer Service indicated in the « Contacts » section of the Sites in order to receive a new copy or be refunded. Under any circumstances (including a virus or other damage to the computer) and for any reason, the Company will not be liable to refund the price or the service or any new copy once the download is complete.

3.3 Pay-per-minute
Some videos are available for viewing using the pay-per-minute method by which the user may view, via streaming, selected videos after having bought minutes at the price indicated on the sites.

After having purchased the minutes the Company will allow the user to use these minutes for a period of six (6) months from the date the online payment was made on the Sites.

3.4 Payment methods
Payment will be made by means of a valid credit card (VISA, MasterCard or American Express) as soon as the user communicates the relevant information. The user therefore authorises the Company to debit his credit card with the corresponding amounts. In order to ensure the utmost privacy and discretion to the user, debits to his bank account will be under the heading « 123 MEDIA » or « PAYPAL » or « PAYPAL-21 MEDIA ». The bank account will be debited following the normal procedures for credit cards.

The Services use a secure encryption system during all the phases of order and payment by the user. The Company uses a payment module based on SSL encryption methods in order to protect the details related to methods of payments used on the Sites by the user in the best possible way.

The amounts corresponding to the prices will be debited in Euros. The price is based on the price shown in Euros on the Sites for each available video. All prices are inclusive of tax. The Company reserves the right to change prices without any warning or prior notice to the user at any time, any customer orders will be invoiced at the indicated price at the time of the order. The cost of each video available on the Sites is indicated on the Sites themselves and, for the choice made by the user, on the secure payment forms. The user acknowledges that any costs related to his connection to the Sites are at his own expense.

3.5 Billing
It is expressly agreed between the user and the Company that any data registered on the computer systems of the Company or its service providers (computer, financial or other) constitute the proof of all transactions between the user and the Company. Data recorded by the payment system are considered to be the proof of financial transactions.

3.6 Absence of the right to retract
In conformity with article 55 (4) c) of the Luxemburg law of the 14th august 2000 on electronic commerce, the user does not have any right to retract.

3.7 Remedies
The user acknowledges that the only remedy he may have in the event of a video which was paid but which he cannot view is entirely at the discretion of the Company, either the replacement of the video or the refund of the price of the video. The user will under no circumstances be able to claim such a remedy if the defect is due to his not respecting the technical or other requirements for the Services.

3.8. Expiration of unused credit after six (6) months
Any credit relative to the use of the Services will expire after a period of six (6) months starting from the date of the last payment on the Sites or the date of the last use of these Services. Any such credit will be cancelled and lost. Electronic reminders will be sent regularly to the user during this period.

3.9 Fraud
The user is informed that the Company reserves the right to use any means (including locking via software or IP address controls) at its disposition to prevent any fraud relative to methods of payment for paid services or the use of free services.

4 – Intellectual property rights

All the programs, texts, sounds, videos, images, logos, trademarks (figurative or nominative), interfaces, screens, on the Sites and the Services and all elements present in any content sent to the user generally, are the exclusive property of the Company and are protected by applicable intellectual and industrial copyright laws and may only be for private and personal use.

Reproduction, communication, use, modification or any other type of unauthorized and/or illicit use either by direct or indirect means on similar or different media of any of the above mentioned elements will result in legal proceedings and criminal proceedings by the Company, the holders of exclusive Company rights or any other third parties.

5 - Responsibility;

5.1. The Company does not provide any access and/or communication services for the Sites (especially via Internet) and can under no circumstances be considered as providing such services. Therefore such service must have been subscribed to by the user independently of the Company. As a consequence the Company will not be held liable in any way and for any reason for defective or insufficient services related to the access to and communication with the Sites.

5.2. In the same way the Company does not provide any support services relating to how sites work or relating to the software needed to navigate on the Internet. The user agrees to access the Sites and Services using the Microsoft Internet Explorer browser software. If the user does not possess this software he may download a copy from the above mentioned editor’s site. The user also acknowledges that he accesses the Site and Services using equipment of the Personal Computer type equipped with XP, Internet Explorer 6 and that he will use a " broadband " connection (minimum 1024 kbs).

5.3. Considering the immaterial nature of the Services, their technical characteristics and considering that transmission over the internet (especially reception of videos), which includes heterogeneous networks with varying technical capacities, can only ensure a relative technical reliability which is not under the control of the Company, the user explicitly acknowledges that he may experience a certain number of risks (i.e. reliability and confidentiality of transmissions) and/or encounter serious problems (i.e. saturation of the network) and/or defective functions (i.e. virus/intrusions causing deterioration of the user’s computer), while communicating with the Sites and/or the Services. In consequence the user acknowledges and explicitly accepts that the Company can in no way guarantee the use, the results, the reliability or the updates of the Sites and the Services.

5.4. The user acknowledges that considering the nature of the services, the Company may from time to time and without warning or prior notice (especially in the case of maintenance in order to ensure that the Services function correctly) change the content of the Sites and/or Services by adding or removing parts of their content. The user explicitly abandons the right to refuse payment of any orders for any of the above reasons. The Company reserves the right to refuse access to its Sites and/or Services without having to justify its decision.

5.5. As for any online or electronic communication there is always a risk inherent to the transmission of data over the Internet, the Company cannot guarantee in any way that the system is exempt from viruses and that the transmitted data may not be stolen or obtained through fraud. Therefore the Company cannot be held liable in any way for any infection or contamination of the user’s equipment or for any delay, error or inaccuracies or omissions resulting from the use of the Sites and/or Services and/or their content by the user. The user accepts and explicitly acknowledges that such risks are inherent to the use of any connection to any site (including the Sites) and that he will solely assume the consequences and any eventual resulting damages. Under no circumstances can the Company be held liable for such cases. In addition the user accepts and acknowledges that he will solely assume any responsibilities related to obtaining and maintaining any type of internet connection and that the costs relative to this are at his sole expense.

5.6. Under the reserve of paragraph 5.8 below, neither the Company, nor any of its service providers relative to the Site content (including their employees and representatives) can guarantee that the Sites and/or the Services run without interruption or are free from defects, viruses or errors. In the same way, neither the Company, nor any of its service providers relative to the Site content (including their employees and representatives) can guarantee the results expected from the use of the Sites and/or the Services. In the same way, the content of the sites are not guaranteed as to their exactness. Therefore the Sites and the Services are accessible « as likely to be available ». The Company (including its employees and representatives) cannot guarantee in any way (either explicitly or implicitly) nor for any reason, the compatibility of the Sites and/or the Services with any particular goal. The same applies to any goods or services sold or offered on the Sites. Therefore the user accepts and explicitly agrees to solely assume responsibility for all risks (whatever they may be) related to the quality and the functions of the Sites and Services as well as related to the exactness or the complete nature of their content or the data they contain.

5.7. Neither the Company nor any third party service provider (including their employees or representatives) may be held liable for any damages whether direct, indirect, specific or collateral resulting from the use of the Sites and/or the Services (including any inaptitude or incapacity to use them) even if the person has been warned or expressly informed of them.

5.8. Without prejudice to the applicable law as defined in paragraph 6.1 below, some jurisdictions do not allow the waiver of some implicit guarantees or limitations of liability for damages. Considering this some of the above paragraphs may not be applicable to persons under those jurisdictions. In such circumstances the liability of the Company and/or of any third party service provider (including their employees and representatives) shall be limited to the maximum provided by the applicable law. Under no circumstances can the terms of the present TCs be considered as limiting or excluding liability when such limitations are considered null or inapplicable under the applicable law.

5.9. In any case the Company cannot be held to anything more, by the present TCs than an obligation of means as to the supply of services to the user. Therefore the Company will make the necessary efforts to ensure that the access to the Services are permanently available without incurring any liability in case of any disruption or interruption of services notably due to force majeure or a damaging act by a third party or a defect in the Medialive or DRM software.

6 – Other Terms and Conditions

6.1. Applicable law/Jurisdiction
The present TCs and the agreement they contain are subject to Luxemburg laws (including the law of the 14th of August 2000 relative to e-commerce and the amended law of the 25th of August 1983 relating to the legal protection of consumers) without prejudice to the principles applicable in the case of conflicting laws. In case of a complaint or litigation regarding the present TCs, their interpretation or execution, exclusive competence is hereby given to the competent Luxemburg courts without prejudice to the principles applicable in the case of conflicting jurisdictions.

The user expressly agrees to respect the present TCs and the current laws and regulations in order to avoid causing any public disturbances or harming public moral values or the rights of third parties.

6.2. Notification – Contact
Any notifications as well as any questions regarding the present TCs must be addressed by mail to the following address : 1, rue Goethe L-1637 Luxembourg and to the following e-mail address : service-client@video-x.com.

6.3. Independence
None of the terms and conditions of the present TCs can be considered or interpreted for any reason as being or creating a working relationship or representation between the Company and the user.

6.4. Use in different geographical areas
The Sites are controlled and managed by the Company from its headquarters in Luxemburg, therefore the Company cannot guarantee in any way (nor be held liable for in any way) that the Sites and/or the Services are valid, legal, allowed or available in other geographical areas. Therefore, any user who accesses the Sites and/or the Services from another geographical area than Luxembourg, may do so under his own exclusive risks and under his entire responsibility while obeying the law applicable in his own geographical area.

6.5. Other
If any terms and conditions of the present TCs were declared invalid or inapplicable for any reason, the invalidity or inapplicability will not alter the application or the validity of the remaining terms and conditions of these TCs.

The present TCs constitute the entirety of the agreement between the Company and the user ; these TCs prevail over any other agreement made previously between them. The user acknowledges and explicitly agrees that the use of the Sites and the Services can be considered as his acceptance and consent to use the content according to the terms of the presents TCs. In addition, the user explicitly accepts that a paper copy of the present TCs may be used in the event of any legal proceedings.

The present agreement and the TCs are considered as « contracts signed electronically by a consumer » as defined by the Luxemburg law of the 14th of August 2000 relating to e-commerce.

No renouncement or delay of one of the parties relating to any default or breach will be considered as being a final agreement to renounce to the right to invoke such a default or breach.

The titles of the paragraphs of the present TCs are given as a reference only.

The user accepts and expressly agrees that he renounces to any argument arising from the fact that these TCs are in electronic form and therefore are not signed by him.

6.6. Modifications
The Company reserves the right to modify the present TCs as well as its policy regarding the Sites and/or the Services at any time and for any reason. Any changes will take effect immediately upon being inserted onto the Sites or upon notification to the user by e-mail or another means. Any use of the Sites and/or the Services following notification will be considered as acceptance of the modifications. The user agrees that the only means available to him to show his disagreement with any changes (of whatever nature they may be) to the Sites and/or Services will be to cancel his subscription.

6.7. Termination
Without prejudice to the rights given to each party by the present TCs, each party can terminate the present TCs and the agreement they contain.

However the Company reserves the right to restrain, suspend or cancel the user’s access or use of the Sites and/or Services either completely or partially without any warning or prior notice in the event that the user breaches any of the terms of the present TCs and/or any applicable laws and regulations or is deemed to be likely to. In such event the Company reserves the right to deny access to the Services or any other services in the future, without prejudice to any legal proceedings or claims that may be ongoing in the Company.

The Company may also terminate its relationship with the user in the event that the Services come to an end, by means of written notification by mail (paper or electronic) to the user ; the termination will take effect one week after such notification is sent.

In the same way the Company may remove all videos from the Services without prior notice or compensation in the event of a ruling from a judicial or administrative authority or third party claiming the violation of their rights by the user while using the Services.

6.8. Compensation
By the present the user explicitly agrees and accepts to compensate, defend and otherwise protect the Company from any liability and/or financial consequences that may arise from any complaint, proceedings (legal or not) or litigation relative to his acts and/or any breach of his obligations as defined by the present TCs or of any applicable laws or regulations and/or resulting from the use of the Services. The user agrees to fully cooperate in the defense of the Company. The Company reserves the right to defend itself and control at its own expense any matters which may give rise to compensation by the user. In any case the user explicitly agrees that he may not conclude such an agreement without the prior written consent of the Company.

6.9 Transfer of the TCs