Exhibit 10.12


 


SERVICES AGREEMENT


 


	THIS AGREEMENT is made on	April
    28th, 2015


BETWEEN


 


		1.	Next 1 Interactive, Inc. of (the “Buyer”); and



		2.	RealBiz Media Group, Inc  of (the “Service Provider”),



 


collectively referred to as the “Parties”. RECITALS


 


The Buyer wishes to be provided with the Services (defined below)
by the Service Provider and the Service Provider agrees to provide the Services to the Buyer on the terms and conditions of this
Agreement.


 


		1.	Key Terms



 


1.1  Services


 


The Service Provider shall provide the following services
(“Services”) to the Buyer in accordance with the terms and conditions of this Agreement:


 


		·	Processing of pictures to videos.



		·	Processing of Ez Flix Videos for Employment Search Industry.



		·	Other services as may be requested from time to time.



		·	Nothing is this agreement prohibits Next1 from utilizing other developers
to perform such requested work.



 


1.2  Delivery of the Services


 


		a.	Start date: The Service Provider shall commence the provision of the Services on execution of this agreement



		b.	Completion date: The Service Provider shall provide the services on going until either Party gives ninety (90) days
prior written notices of termination.



 


1.3  Fees


 


		a.	Buyer shall pay $75,000 as prepayment as set up for the services to be provided as noted in Section 1 Subsection 1.1



		b.	Service Provider agrees to pay the favored nation pricing for the execution of the services noted in Section 1 Subsection 1.1



		c.	Fees are earned upon execution of the Services noted in Section 1 Subsection 1.1



		d.	Once the aforementioned $75,000 prepayment has been drawn down, Fees shall be paid as invoiced, once written approval of cost(s)
is given by Next1



 


1.5  Payment


 


		a.	The Buyer agrees to pay the Fees to the Service Provider in the form of $75,000 paid in cash and the balance in debt forgiveness.



		b.	The Service Provider shall invoice the Buyer monthly for the Services that it has provided to the Buyer



		c.	The Buyer shall pay such invoices within twenty one (21) days of their receipt from the Service Provider.



		d.	Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed
by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Buyer under this
Agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable hereunder.



 



    	 



    	 



    

 


		2.	General terms



 


2.1  Intellectual Property Rights


 


The Service Provider agrees to grant to the Buyer
a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created
for the Buyer as part of the Services. In respect of the Material specifically created for the Buyer as part of the Services, the
Service Provider assigns the full title guarantee to the Buyer and any all of the copyright, other intellectual property rights
and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual
property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals
to use such third party intellectual property rights for the Service Provider and the Buyer. For the purposes of this Clause 2.1,
“Material” shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products,
systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement.


 


2.2  Warranty


 


		a.	The Service Provider represents and warrants that:



 


		i.	it will perform the Services with reasonable care and skill; and



		ii.	the Services and the Materials provided by the Service Provider to the Buyer under this Agreement will not infringe or violate
any intellectual property rights or other right of any third party.



 


2.3  Limitation of liability


 


		a.	Subject to the Buyer’s obligation to pay the Fees to the Service Provider, either Party’s liability in contract,
tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance
of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Fees.



		b.	To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Fees,
in no event shall either Party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect
or consequential loss or damage whatsoever.



		c.	Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal injury arising
from its own negligence.



 


2.4  Term and Termination


 


		a.	This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause
2.4(b), until the Completion Date.



		b.	Either Party may terminate this Agreement upon notice in writing if:



 


		iii.	the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable
of being remedied) within 30 days of written notice from the other Party so to do; or



		iv.	a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver
is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed
or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation
of either Party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver
or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.



 


		c.	Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party
nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication
intended to come into or continue in force on or after such termination.



 



    	 



    	 



    

 


2.5  Relationship of the Parties


 


The Parties acknowledge and agree that the Services
performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that
nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between
the Parties.


 


2.6  Confidentiality


 


Neither Party will use, copy, adapt, alter or part
with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation
to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can
prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with
good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient
or which is independently developed by or for the recipient.


 


2.7  Notices


 


Any notice which may be given by a Party under this
Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic
mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party.
Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the
other Party, if delivered by:


 


		ii.	first class post, 2 days from the date of posting;



		iii.	hand or by facsimile transmission, on the date of such delivery or transmission; and



		iv.	electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.



 


2.8  Miscellaneous


 


		a.	The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as
a waiver of such rights.



		b.	If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability
of the remainder of this Agreement shall be affected.



		c.	Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other
Party.



		d.	This Agreement may not be amended for any other reason without the prior written agreement of both Parties.



		e.	This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation
or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes
all prior representations, writings, negotiations or understandings with respect hereto.



		f.	Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure
or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion
or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure
shall be entitled to terminate this Agreement by notice in writing to the other.



		g.	This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.



		h.	This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in
more than one country, the country in which its headquarters are located) (the “Territory”) and the Parties agree to
submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.



 



    	 



    	 



    

 


AS WITNESS the hands of the Parties hereto or their duly authorized
representatives the day and year first above written.


 


	SIGNED by	)
	for and on behalf of	) /s/ Bill Kerby
	[the Buyer]	) Bill Kerby


 


 


	SIGNED by	) /s/ Alex Aliksanyan
	for and on behalf of	) Alex O. Aliksanyan
	[the Service Provider]	)