Exhibit 10.1


 


GAME DEVELOPMENT AND LICENSE AGREEMENT


 


Game License Agreement (the "Agreement")
is made on and effective from 10-02-2015 (the "Effective Date"),


 


	BETWEEN:	HKA Digital Limited ("HKA"), a limited liability business company formed in the British Virgin Islands
with offices at [Quijano Chambers, P.O. Box 3159, Road Town, Tortola, British Virgin Islands.];



 


	AND:	Cannavoices, Inc. ("Cannavoices"), incorporated and registered in USA, whose principal place of business is at 2203 N Lois Ave, Suite
G300, Tampa, FL 33607.






 


WHEREAS:


 


	A.	HKA is in the business of developing and publishing games designed for use on mobile and social networks.



	B.	Cannavoices is a social community where legal medical cannabis advocates and visionary entrepreneurs communicate via the web.



	C.	HKA agrees to develop various games for Cannavoices and publish them on a revenue share arrangement.



	D.	The parties wish to formalize their agreement under the terms and conditions set forth in this Agreement.






 


IN CONSIDERATION of the respective covenants
herein contained, the parties agree as follows:


 


		1.	DEFINITIONS



 


Capitalized terms used, and not
otherwise defined in this Agreement shall have the respective meanings set forth below:


 


		1.1	"Affiliate" means, when used with respect to
a party, any person, corporation, company or other entity that controls such party or is controlled by such party, or is under
common control with such party, where control means ownership or control, direct or indirect, of more than fifty percent (50%)
of the outstanding voting securities or other instruments entitled to elect the board of directors, managers or other governing
body.



 


		1.2	"Bug" means a defect or bug in the Game which
prevents it from performing in accordance with the specifications and end-user documentation provided by HKA, or a malfunction
that degrades the use of the Game; provided, however, that Bug does not mean and shall not include any defect or bug that is caused
directly or indirectly by any external factor(s) beyond the control of the parties hereto, such as Hacking, etc., in any way.



 


		1.3	"Confidential Information· means all documents,
inventions, designs, research and development, products and specifications, employee information, supplier information, business
plans and financial information, market information, reports, data, records, forms, Trade Secrets and other materials or information
obtained by either party from the other party prior to or during the Term: (i) that have been marked as confidential: (ii) whose
confidential nature has been made known to the receiving party: or (iii) that due to their character and nature, a reasonable
person under like circumstances would recognize to be or otherwise treat as confidential. Notwithstanding any other provision
of this Agreement, the content and existence of this Agreement shall be deemed Confidential Information.



 


		1.4	"Currency" means in-game currency which can be
earned or purchased by End Users for use in the Game.



 


		1.5	"Data• means all data collected during the term
of this Agreement, including without limitation, information related to (i) End Users or their use of the Game; (ii) the development
and production of the Game; (iii) the integration of the Game into the Platform; (iv) the design and maintenance of the Game;
(v) the integration of advertising into the Game; (vi) the rotation of advertising through the Game; and (vii) electronic commerce
conducted in or through the Game, including Transactions and Transaction data. Data shall be deemed the Confidential Information
of both parties.



 


Cannavoices Game 2015


 




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		1.6	"HKA's Technology Platform" means a set of tools,
libraries, engines, editors and software that provide all basic functionality for the Game, but specifically exclude artwork,
characters, animations, game design, feel and look, voices, sounds, music and customized elements.



 


		1.7	"End Users" mean end users of the Game.



 


		1.8	"Game" means (DEFINITION].



 


		1.9	"Gross Revenue" means all revenue, attributable
to Sales within the Game, and actually received by a party or a party's Affiliate.



 


		1.10	"Intellectual Property Rights" means, on a world-wide
basis, any and all (a) rights associated with works of authorship, including copyrights, moral rights and mask-work rights; (b)
patents, patent rights, patent applications, inventions, designs, algorithms and other industrial property rights; (c) trademarks,
service marks, trade names, trade dress, symbols, logos, designs and other source identifiers; (d) trade secret rights and rights
in and to confidential or proprietary information; (e) other proprietary and intellectual property rights of every kind and nature,
including all applications there for, however designated, whether arising by operation of law, contract, license or otherwise;
and (f) any and all registrations, applications, renewals, records, extensions, continuations, divisions, divisions in part and
reissues relating to the foregoing, whether now or hereafter in force.



 


		1.11	"Items" mean in-game digital "goods"
or items which are earned though in-Game play or participation, or purchased with Currency by the End User for use in the Game.



 


		1.12	"Launch" for each Game shall mean making that
Game commercially available to the public, including without limitation, by placing the Game for use on the Platform, where the
in-Game store and payment options have been implemented, which shall be deemed production use for purposes of this Agreement.



 


		1.13	"Marks" mean the trade name, trademarks, service
marks and logos of a party.



 


		1.14	"Materials" mean the Marks and any content, documentation,
information and other materials provided by one party to the other party for use in connection with the services or the Game.



 


		1.15	"Net Revenue" means Gross Revenue less the following:



		a)	applicable government taxes and duties (e.g., VAT, excise or sales tax, governmental withholdings
and foreign tax withholdings);



		b)	refunds paid to End Users and chargebacks relating to the Game; and



		c)	payments made by Cannavoices or a Cannavoices Affiliate to App Stores (Apple and Google App Stores),
Channel owners, OEMs, carriers or other distributors or providers with respect to the Game.



 


		1.16	"Platform" means iOS and Android.



 


		1.17	"Trade Secret" shall have the meaning given such
term under applicable law.



 


		1.18	unacceptable Content" means any material
of any nature which: (i) is defamatory, indecent, obscene, or which would, if published, constitute a contempt of court; (ii)
promotes violence or Illegal activities or promotes discrimination based on race, sex, sexuality, religion, national origin, physical
disability or age; (iii) contains any viruses, worms, Trojan
horses, spyware or other contaminants that may be used to interfere with or access and modify, delete or damage any data files
or other computer programs; (iv) provides access to any such contaminants; (v) breaches the rights, including the Intellectual
Property Rights, of any third party; (vi) might expose Cannavoices, its Affiliates, assignees or licensees to any civil and/or
criminal proceedings; and/or (vii) breaches any applicable laws.






 


		1.19	"Updates" means bug fixes, service packs, hot
fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Game provided by HKA pursuant to this
Agreement, if any.



 




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		2.	OBLIGATIONS OF THE PARTIES



 


		2.1.	HKA' Obligations



 


General.
HKA shall deliver the Game that conforms to the requirements of this Section 2, fully compatible with requirements of Apple App
Store and Google Play store, and will be ready in all respects for distribution to End Users through such stores on delivery by
HKA to Cannavoices.


 


		a)	Pre-Launch Date Responsibilities. Promptly following the Effective Date and prior to the
intended applicable Launch Dates of the Game as set forth above in the Basic Terms or as later revised, HKA shall:



		1)	Develop the Game;



		2)	Perform or having performed for it all quality assurance testing for the Game for the Apple App
Store and Google play store; to use reasonable commercial efforts to ensure that the Game, and will not rail any Apple App Store
and Google Play store acceptance requirements and testing;



		3)	Submit the binary of the Game to Apple App Store and Google Play store.



 


		b)	Responsibilities Post-Launch Date. Throughout the Term. HKA shall:



		1)	Maintain the Game and assure its full functionality;



		2)	Provide Updates to the Game at its discretion;



		3)	Collect the revenue and report the same to HKA;



		4)	Pay to HKA its share of Net Revenue (as described in Schedule A) according to this Agreement.



		5)	Provide to HKA monthly e-mail reports on revenue derived from the Game by Cannavoices;



		6)	Use commercially reasonable effort to promote the Game;



		7)	Resolve technical issues in the Game binary and necessary Updates identified by the relevant stores;



		8)	Make best effort to maintain the Game's stability;



		9)	Maintain the Game, including but not limited to implementing Updates, and ensuring that the Game
supports the most then-current platform software necessary to permit effective playability of such Game on the relevant OS (e.g.,
when iOS8 updates to iOS9, the Game must be playable on such updated operating system);



		10)	Design, in accordance with Cannavoices' commercially reasonably instructions concerning design
and look-and-feel, and deliver an icon for the Game that includes specified Cannavoices trademarks;



		11)	Provide server-based administration of Game, controlling the stress load of servers;



		12)	Maintain customer support at commercially reasonable level;



		13)	Use all commercially reasonable efforts for defending the servers from any unauthorized activity
of third parties;



		14)	Use commercially reasonable effort to promptly communicate to Cannavoices any downtime needed for
scheduled and emergency maintenance to enable Cannavoices to promptly advise End Users of the Game's unavailability.



 


		2.2.	Cannavoices' Obligations



 


During the Term, Cannavoices shall:


 


		a)	Provide HKA with Cannavoices Materials necessary for the development of the Game;



		b)	Pay to HKA development Fees as per schedule in Clause 5.1.



 




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		2.3.	Mutual Intentions



 


		a)	During the Term, HKA, at its sole discretion, may spend up to 30% of Net Revenue for marketing
and promotion of the game. Any marketing/promotional expense above 30% of the Net Revenue must be approved by Cannavoices.



		b)	Parties will discuss in good faith if the Game should be translated and localized into other languages.
Furthermore, where both parties agree to modify the Game for Windows and/or Amazon, HKA will retain a subcontractor for the modification
and the parties will share the modification costs pro rata their revenue share, while HKA agrees to manage the subcontractor for
the modification. Any mutual agreement pursuant to this clause shall be further recorded in writing by both parties.






 


		3.	GRANTS OF LICENCE



 


		3.1.	HKA' Grant of License



 


HKA grants
to Cannavoices a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, non-sub licensable, non-transferable license to
use the HKA Technology Platform solely for promotion of the Game. Cannavoices shall not (i) modify, translate, disassemble, decompile
or reverse engineer the HKA Technology Platform without the prior written approval of HKA; or (ii) assign, lease, encumber or otherwise
transfer or attempt to transfer ownership of the HKA Technology Platform. HKA further grants to Cannavoices during the Term a royalty-free,
non-exclusive, worldwide. non-sub licensable, non-transferable license to use the HKA marks and HKA Materials in the Game on the
Platform. Cannavoices acknowledges and agrees that its use of the HKA marks and HKA Materials shall be in accordance with HKA'
trademark and content guidelines made known to Cannavoices in advance. HKA represents and warrants to Cannavoices that that it
has all necessary right, title and interest in and to the HKA Technology Platform, HKA marks and HKA materials to grant Cannavoices
the licenses set forth in this Agreement without Infringing the proprietary rights of any third party.


 


		3.2.	Cannavoices’ Grant
of License



 


Cannavoices
hereby grants to HKA during the Term a royalty-free, non-exclusive, worldwide, non-sub licensable, non-transferable license to
use Cannavoices' Materials to develop the Game. HKA acknowledges and agrees that its use of the Cannavoices' Materials shall be
in accordance with any trademark and content guidelines made known to HKA in advance in writing. Cannavoices represents and warrants
to HKA that it has all necessary right, title and interest in and to the Cannavoices' Materials to grant HKA the licenses set forth
in this Agreement without infringing the proprietary rights of any third party.


 


		4.	DESIGN OF THE GAME



 


		4.1.	HKA will be fully responsible for all development work
necessary for the Game.



		4.2.	The Game may not contain any Unacceptable Content.



 


		5.	FEES AND EXPENSES



 


		5.1.	For the development of the Game Cannavoices shall pay to
HKA as follows:



 


		§	$350,000 (US) paid immediately upon execution of this agreement;



		§	$1,000,000 (US) paid upon release of Alpha Game Candidate;



		§	$650,000 (US) balance paid upon publishing of Game in both Apple App Store and Google Play Store



 




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		5.2.	After the launch of the Game parties shall share revenue
in accordance with Schedule A.



 


		5.3.	HKA shall provide Cannavoices with a Game Transactions
revenue report within five (5) working days after the receipt of payment from the respective platforms such as App Store and Google
Play, setting out the deductions per Schedule A and the amount of Net Revenue due to HKA.



 


		5.4.	Cannavoices will invoice for the final balance within five
(5) working days after the receipt of the Game revenue report.



 


		5.5.	HKA will make payment to Cannavoices no later than fifteen
(15) working days after the receipt of payment from the respective platforms such as App Store and Google Play.



 


		5.6.	HKA' bank account details are as follows:



 


Beneficiary
Name on the Account:       HKA Digital Limited


Beneficiary
iBan/Account Number:      USO Account Number:


Bank Swift Code:


Bank Name:


Bank Address (if known): Bank Code:


 


		5.7.	Cannavoices· bank account details are as follows: 



 


Beneficiary Name on the Account:


Beneficiary iBan/Account Number:


Bank Swift Code:


Bank Name:


Bank Address (if known):


Bank Code:


 


		5.8.	Each party will bear its own bank charges for outward remittances.
All payments made in currencies other than U.S. Dollars will be based on exchange rates of the remitting bank applicable at the
time of remittance or the actual exchange rates used by the relevant Platform. All other costs, including, without limitation,
foreign exchange and bank transaction costs, shall be borne by the party receiving the payment. Where withholding tax is applicable, both parties hereby
agree that the other party may deduct such withholding tax from their share of Net Revenue.






 


		5.9.	Each party shall
maintain, during the Term and for at least two (2) years after expiration or termination of this Agreement, its records, contracts
and accounts relating to the Game and services provided under this Agreement (the "Records"). During the Term and for
as long as there is Net Revenue, each party shall have the right to designate a certified public accountant to examine, audit
and take extracts from the Records during normal business hours from time to time, provided that such accounting firm will treat
such records as the confidential information of both parties and not disclose any information, except as necessary to report to
both parties on the accuracy of the calculation of the Net Revenue. In the event that any such examination or audit reveals an
underpayment of amounts due, the party in default shall promptly pay the amounts owed. In the event any such underpayment due
exceeds five percent (5%) of the amounts due as reported by a party, the other party shall pay the actual third party costs of
conducting such audit in addition to the amounts due.






 


		6.	TERM AND TERMINATION



 


		6.1.	Term



 


This Agreement will become effective
as of the Effective Date and will, unless sooner terminated as provided below or as otherwise mutually agreed in writing.


 




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		6.2.	Termination for Cause



 


Either party
may terminate this Agreement in the event the other party commits a material breach of this Agreement and fails to cure such breach
within thirty (30) days following the breaching party's receipt of a written notice from the non-breaching party setting forth
the nature of such breach (unless the breach, by its nature. is curable but incapable of being cured within such thirty (30) day
period, in which case the non-breaching party and the breaching party shall agree to a reasonable period of time thereafter).


 


		6.3.	Termination due to Legal Concerns



 


Either
party may terminate this Agreement immediately, at any time, upon notice and without opportunity to cure, in the event the
other party believes, upon advice of counsel, that any element of the Game or this Agreement violates any applicable law,
rule or regulation.


 


		6.4.	Termination for Insolvency



 


Either party
may terminate this Agreement immediately upon notice and without opportunity to cure in the event of the other party's insolvency;
adjudication of insolvency; filing of a voluntary petition in bankruptcy or a voluntary petition or answer seeking reorganization,
arrangement or readjustment of its debts or any agreement of the other party indicating its consent to, approval of or acquiescence
in any such petition or proceeding; or the application by the other party for or the consent or acquiescence of the other party
to the appointment of a receiver or trustee over all or a substantial part of the other party's property or assets; or the filing
of an involuntary petition against the other party seeking reorganization, rearrangement or readjustment of its debts or for any
other relief under any insolvency act or law, now or hereafter existing (which petition is not dismissed within 60 days); or the
involuntary appointment of a receiver or trustee over all or a substantial part of the other party's property or assets.


 


		6.5.	Obligations Upon Termination



 


Upon termination or expiration of
this Agreement for any reason, (i) all payments due to one another at the time of termination shall be immediately due and payable
in full (ii) all licenses of the parties set forth herein shall immediately terminate, unless otherwise specified herein, (iii)
each party shall also return to the other party any Confidential Information, including source codes and other materials of the
other party. Notwithstanding the above, both parties further agree to share revenue per Schedule A for as long as the Game is installed,
even after termination or expiry of the Agreement. licenses under this Agreement will also continue for installed Game for as long
as they are installed.


 


		6.6.	Survival



 


Upon termination
or expiration of this Agreement Sections of this Agreement that expressly, or by their nature, survive any termination or expiration
of this Agreement or which impose any obligations following the termination or expiration of this Agreement, shall continue and
survive in full force and effect in accordance with their terms.


 


		7.	INTELLECTUALPROPERTY RIGHTS



 


		7.1.	Ownership



 


Each party shall
retain all right. title and interest in and to any Intellectual Property Rights of such party existing as of the Effective Date
and any modifications, enhancements and derivative works thereof.


 


HKA shall remain
as the exclusive legal and beneficial owner of the HKA Technology Platform under this Agreement in perpetuity.


 


HKA shall remain
as the exclusive legal and beneficial owner of the name of the Game, all beneficial source code and/or any derivative thereof.


 




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Each party agrees
and acknowledges that the other party has the right to develop and distribute other social games during and after the Term, including
using elements similar to the ones in the Game.


 


		7.2.	No Implied Licenses



 


Neither party shall be deemed to
have any rights by implied license.


 


		8.	CONFIDENTIALITY



 


		8.1.	Confidentiality



 


During performance
of this Agreement each party (the "Receiving Party") will be provided and exposed to Confidential Information of the
other party (the "Disclosing Party"). The Receiving Party shall keep secret and hold as strictly confidential all Confidential
Information of the Disclosing Party and shall not sell, transfer, rent, use. disclose or otherwise make available, without the
Disclosing Party's prior written consent, any of the Confidential Information of the Disclosing Party to any person or parties,
except its employees and contractors to whom such information must be provided to carry out the purpose and intent of this Agreement,
and who have agreed in writing to be bound by terms of confidentiality no less restrictive than those contained in this
Section 8.


 


		8.2.	Exceptions to Obligations



 


Notwithstanding
anything to the contrary contained in this Agreement, the Receiving Party shall not be obligated to treat as confidential or otherwise
be subject to the restrictions on use, disclosure or treatment contained in this Agreement for, any Confidential Information of
the Disclosing Party which is:


 


		a)	rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party;



		b)	publicly available through no breach of the Receiving Party



		c)	independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or



		d}	publicly available or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.



 


In addition, the Receiving Party
may disclose Confidential Information of the Disclosing Party to the extent such disclosure is required by any rule, law,
regulation, court, court order, or government or quasi-governmental authority, provided the Receiving Party notifies the
Disclosing Party, if permitted by law, of the applicable legal requirements before such disclosure occurs so as to enable the
Disclosing Party to obtain such protection as may be available to preserve the confidentiality of such information. The
Receiving Party will cooperate with the Disclosing Party in any such efforts to preserve the confidentiality of such
information and will only disclose as much of such information as is legally required.


 


		8.3.	No Adequate Remedy; Survival



 


The Receiving
Party agrees that the Disclosing Party will have no adequate remedy at law if there is a breach or threatened breach of this Section
8 and, accordingly, the Disclosing Party shall be entitled (in addition to any legal or equitable remedies available to the Disclosing
Party) to injunctive or other equitable relief to prevent or remedy such breach.


 


The
obligations under this Agreement with regard to Confidential Information that constitutes a Trade Secret shall remain in
effect during the term of this Agreement and for the longer of (i) as long as such information remains a Trade Secret or (ii)
three (3) years after the expiration or termination of this Agreement.


 




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The obligations
with regard to Confidential Information that does not constitute a Trade Secret shall remain in effect during the term of this
Agreement and for three (3) years after the expiration or termination hereof.


 


		8.4.	Return of Confidential
Information.



 


Upon written
request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall cease using the Disclosing Party's
Confidential Information and promptly return to the Disclosing Party (or destroy at the Disclosing Party's request) the Confidential
Information and all copies thereof, and upon request of the Disclosing Party, certify in writing that the Receiving Party has complied
with the obligations set forth in this Section.


 


		9.	REPRESENTATIONS AND WARRANTIES



 


		9.1.	Representations and Warranties



 


Each party represents and warrants to the other party
that:


		a)	it is duly organized and validly existing under the laws of its jurisdiction of organization;



		b)	it has the legal power and authority to grant the licenses herein and execute and deliver this
Agreement and to fully perform its obligations hereunder;



		c)	the execution, delivery and performance of this Agreement by it have been duly authorized by all
necessary actions and do not violate its organizational documents or any other material agreements to which it is a party; and



		d)	this Agreement constitutes the legally valid and binding obligation of such party enforceable against
it in accordance with its terms, except as such enforcement may be limited by applicable laws, rules or regulations.



 


		9.2.	No Other Warranties



 


EXCEPT FOR THE
LIMITED EXPRESS WARRANTY SET FORTH IN SECTION 9.1, THE SERVICES AND THE GAME ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND. HKA HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES OR THE GAME FOR
THIS AGREEMENT, WHETHER ORAL OR WRITIEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILTI
Y, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.


 


		10.	INDEMNITY



 


Each party
shall indemnify and defend the other party, its Affiliates and their respective employees, officers, directors, members, agents,
contractors and representatives (collectively, the “Indemnitees") and hold the lndemnitees harmless from and against
any and all judgments. losses, costs (including court costs and reasonable attorneys' fees). damages, settlements, suits,
actions, expenses, liabilities, taxes, fines and claims sustained by or involving the lndemnitees arising out of or resulting from
(i) any material breach by the indemnifying party of the terms and conditions of this Agreement and any claims made by third parties
arising out of Cannavoices' receipt, use or commercial exploitation of the Game.


 


In claiming
any indemnification hereunder, the lndemnitees shall promptly provide the indemnifying party with written notice of any claim which
the lndemnitees believe falls within the scope of the foregoing paragraphs. The lndemnitees may, at its own expense. assist in
the defense if it chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the
settlement of any such claim and further provided that any settlement intended to bind or otherwise obligate the lndemnitees shall
not be final without the lndemnitees' written consent, which shall not be unreasonably withheld.


 




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		11.	LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES



 


		11.1.	Limitation of Liability



 


EXCEPT FOR
AMOUNTS OWING TO EACH OTHER PURSUANT TO THIS AGREEMENT, IN NO EVENT WILL EACH PARTY'S TOTAL LIABILITY FOR ANY AND ALL DAMAGES TO
EACH OTHER OR ANY OTHER PERSON EVER EXCEED THE AMOUNT OF NET REVENUE GENERATED BY THE GAME DURING SIX MONTHS PRECEEDING THE DATE
OF THE RELEVANTACTION, REGARDLESS OF THE FORM OF ACTION (WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS
LIABILITY OR OTHERWISE).


 


		11.2.	Exclusion of Certain Damages



 


EXCEPT AS
OTHERWISEPROVIDED HEREIN, IN NO EVENT SHALL EACH PARTY OR ITS AFFILIATES. OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS,
AGENTS. SUBCONTRACTORSOR REPRESENTATIVES OR ANY OTHER PARTY INVOLVED IN PROVIDING OR PROVIDING THE SERVICES OR ANY PORTION THEREOF
BE LIABLE HEREUNDER FOR ANY LOSS OF DATA OR DAMAGES RESULTING FROM ANY DELAY IN OR NON-DELIVERY OF ANY DATA, NOR FOR ANY LOST PROFITS,
LOST REVENUE, LOSS OF GOODWILL OR OTHER SPECIAL. INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER OR NOT IT HAD
NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE NATURE OF THE CLAIM OR FORM OF ACTION (WHETHERIN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE).


 


		11.3.	Exceptions from the liability limitation



 


For the avoidance of doubt, nothing
in this clause 11 shall limit the following:


 


		a)	the parties' liability for any breach of either each other's or third parties' Intellectual Property Rights;



		b)	the parties' liability for any breach of clause 7;



		c)	indemnity as per clause 9.



 


		11.4.	Duty to Mitigate; Limitation of Claims



 


Each party
shall use commercially reasonable efforts to minimize any damages i t may incur as a result of the other party's performance or
non-performance of this Agreement. No legal proceedings, regardless of form, arising under or relating to this Agreement may be
brought by HKA or Cannavoices more than three (3) years after it first knew. or reasonably should have known, of the facts giving
rise to the cause of action.


 


		12.	FORCE MAJEURE



 


Each party shall not be liable to the
other party or any other person for any delay or failure to perform any provision of this Agreement to the extent such delay or
failure to perform is caused by fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, acts
of God, war, terrorism, labor disputes, or any other event beyond the reasonable control of the party. To the extent that a force
majeure has continued for ten (10) days, either party may terminate the Agreement without penalty.


 




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		13.	MISCELLANEOUS



 


		13.1.	Severability



 


If any one
or more of the provisions in this Agreement or any application of such provision is held to be invalid, illegal or unenforceable
in any respect by a competent tribunal, the validity, legality and enforceability of the remaining provisions of this Agreement
and all other applications of the remaining provisions will not in any way be affected or impaired by such invalidity, illegality
or unenforceability.


 


		13.2.	Choice of Law; Venue
	 	 	 



		a)	This Agreement and all matters relating to the performance
and validity hereof shall be construed, interpreted, applied, and governed in all respects in accordance with the laws of the
State of New York without giving effect to its principles of conflicts of law.



		b)	All disputes, controversies and differences between the
parties arising out of or relating to this Agreement, including any question regarding its existence, validity or termination
shall be settled amicably through negotiations in good faith. In case such dispute, controversies or differences cannot be settled
amicably through negotiations within a thirty 30-day period, it or they shall be submitted to arbitration administered by the
International Centre for Dispute Resolution in accordance with its International Arbitration Rules.



 


		•	The number of arbitrators shall be one.



 The place of arbitration shall be New York, New York.


 The arbitration shall be held, and the award rendered,
in English.


		c)	The parties agree that evidence and argument will be taken by documents only, without resort to
an oral hearing.



		d)	The parties agree that the award shall be rendered within 6 months of the commencement of the arbitration,
unless such time limit is extended by the arbitrator.



		e)	The parties agree that all arbitration proceedings conducted pursuant to this Section shall be
kept strictly confidential and all information disclosed in the course of such arbitration proceedings shall be used solely for
the purpose of those proceedings.



 


		13.3.	Notices



 


Notices under
this Agreement shall be in writing and deemed to have been given immediately if made by facsimile or electronic mail (confirmed
by concurrent written notice sent by registered mail, postage prepaid) as follows:


 





	To HKA:	To Cannavoices:
	QUIJANO & ASSOCIATES (BVI)	2203 N Lois Ave
	LIMITED	Suite G300
	Quijano Chambers	Tamp a, FL 33607
	P.O. Box 3159 Road Town	Attention: Kevin Gillespie, Pres
	Tortola, British Virgin Islands	 
	Attention: Mr. Andrey Kuznetsov	Email: kgillespie@firstharvestfinancial.com
	Email: ak@cannavicoes.com	Email: kg@cannavoices.com
	Phone:	 
	Fax: (US) 508-437-0461	 







 


Either party may change is address by written notice
to the other party.


 


		13.4.	Burdens and Benefits



 


This Agreement shall be binding
upon and shall inure to the benefit of the parties, their successors and permitted assigns.


 




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		13.5.	Independent Contractor



 


The parties
acknowledge and agree that in the performance of their respective duties and obligations hereunder they are acting as independent
contractors of each other, and neither party shall represent that an employer/employee, partnership, joint venture, franchisor/franchisee
or agency relationship exists between them, nor shall either party have the power, nor will it represent that it has the power,
to bind the other party hereto to any contract or agreement. Neither party shall have control over the other party or its representatives
with respect to its hours, times, employment, manner or method of performing its obligations under this Agreement.


 


		13.6.	Counterparts



 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
taken together shall comprise but a single instrument. Execution and delivery of the Agreement may be evidenced by facsimile
and/or electronic mail; provided, however, that electronic versions shall be in the form of a .pdf file (or other version
incapable of modification). The parties will deliver original execution copies of the Agreement to one another upon
request.


 


		13.7.	Captions, Sections,
Articles and Exhibits



 


The premises,
captions and headings in this Agreement are for convenience of reference only and may not be referred to in the construction or
interpretation of this Agreement. Unless otherwise noted, any reference in this Agreement to a "Schedule" or a "Section"
refers, respectively, to schedules or sections in this Agreement. The content and terms of all Schedules (including any Schedules
that are not completed as of the execution of this Agreement, but are subsequently agreed upon by the parties, and any amended
Schedules) are incorporated into this Agreement by reference.


 


		13.8.	Interpretation



 


This Agreement
shall not be construed more strongly against either party, regardless of which party is responsible for its preparation, it being
agreed that this Agreement was fully negotiated by both parties. By execution and acceptance of this Agreement, the parties acknowledge
that they have had the opportunity to consult counsel regarding this Agreement, and that they have read the same and understand
each provision, term and obligation contained in this Agreement and its Schedules.


 


		13.9.	Entire Agreement



 


This Agreement
(including any agreement attached as or referred to in Schedule or an addendum) constitutes the entire agreement between the parties
with respect to the subject matter hereof, and supersedes any prior statement or writing not a part of this Agreement, and neither
party shall be bound by any prior or contemporaneous representation, statement, promise, warranty, covenant, or agreement pertaining
thereto unless set forth in this Agreement. If there is a conflict between the terms and conditions of this Agreement and those
of any Schedule, the terms and conditions of this Agreement control over those of the Schedule. However, to the extent possible,
the parties shall construe the terms and conditions of this Agreement and the Schedules as complementary to each other.


 


		13.10.	Amendments and Waiver



 


No amendment,
change, or modification of this Agreement or any of the terms, conditions or provisions hereof, and no waiver of a right, remedy,
privilege, power, or discharge of an obligation or liability, conferred upon, vested in, or imposed upon any party under or pursuant
to this Agreement, and no consent to any act or omission pertaining hereto will be effective unless duly embodied in a written
instrument that is signed by the duly authorized representatives of both parties.


 


No failure to exercise and no delay
in exercising any right, remedy, privilege, or power under or pursuant to this Agreement will operate as a waiver thereof; nor
will any single or partial exercise of any right remedy, privilege, or power provided for under or pursuant to this Agreement by
either party hereto preclude or limit such party from any other or further exercise thereof or from pursuing any other right, remedy,
privilege, or power available pursuant to this Agreement, at law or in equity.


 




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		13.11.	Further Assurances



 


The parties hereto further agree that they shall
take any and all necessary steps and sign and execute any and all necessary documents or agreements required to implement the terms
of this Agreement.


 


WHEREFORE, the parties, intending
to be legally bound, have signed their names in the spaces indicated below effective as of the Effective Date.


 


	For and on behalf of

                           HKA Digital Limited  
	 	For and on behalf of 

Cannavoices
	 	 	 
	/s/ Denny Hammett	 	/s/ Kevin Gillespie
	 Name: Denny Hammett	 	Name: Kevin Gillespie 
	Title: CEO	 	Title: President


 




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SCHEDULE A


 


REVENUE SHARE


 


Agreed Revenue Shares


 





	Total Accumulated Net 

Revenue	 	Cannavoices	 	 	HKA	 
	 	 	 	 	 	 	 
	Net Revenue $0 -  $5,000,000	 	 	45	%	 	 	55	%
	 	 	 	 	 	 	 	 	 
	Net Revenue $5,000,001 +	 	 	55	%	 	 	45	%








 




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