Blueprint








  EXHIBIT
10.5







 


 



SOFTWARE LICENSE AGREEMENT


 



This SOFTWARE LICENSE AGREEMENT (this "Agreement") is effective as
of October 7, 2016 (the
"Effective Date") by and between Friendable, Inc., a Nevada corporation with offices at 1821 S
Bascom Ave., Suite 353, Campbell, California 95008
("FRIEND"), and Hang With,
Inc., a Nevada corporation with
its principal office at 7 Studebaker, 1st
Floor, Irvine, CA 92618
("LICENSOR") (FRIEND and LICENSOR each, a "Party"; together,
the "Parties").


 



RECITALS


 


WHEREAS, LICENSOR is the sole owner of all rights,
title, and interest in and to the proprietary live-streaming mobile
and social application platform generally known as Hang w/,
described in further detail in Exhibit A
attached hereto and incorporated
herein by this reference (the "App"), as well as the "Licensed
Software" (defined below), which includes any and all related
documentation, user manuals, and related material (collectively,
the "App Documentation");


 


WHEREAS,
LICENSOR desires to grant to FRIEND, and FRIEND desires to obtain
from LICENSOR, a nonexclusive, worldwide, perpetual, royalty-free,
fully paid-up right and license to the Licensed Software as stated
under this Agreement in accordance with the terms of this
Agreement, for use in any product published under the Friendable
brand.


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual promises,
representations, warranties, covenants and undertakings made in
this Agreement by each Party to the other, the Parties hereby agree
as follows:


 


 



AGREEMENT


 




1.

DEFINITIONS






 




1.1.

"Derivative Work" has the meaning ascribed to it
under the United States
Copyright Law, Title 17 U.S.C. Sec. 101 et. seq., as the same may
be amended from time to time.






 




1.2.

"Intellectual Property Rights" means all past,
present and future intellectual property or proprietary rights of
any kind recognized in
any country or jurisdiction in the
world, in each case registered or unregistered, including, without
limitation, in and to, arising out of, or associated with (a) any
and all United States and foreign patents and applications
therefor, as well as any and all patents issuing in the future on
such patent applications, including any and all reissues,
divisions, renewals, extensions,
substitutions, continuations and continuations-in-part thereof
("Patents"); (b) inventions (whether patentable or not), invention
disclosures, improvements, trade secrets, proprietary information,
know-how, technology and technical data ("Trade Secrets"); (c) all
copyrights, copyright registrations and applications therefor and
all other rights corresponding thereto throughout the world
("Copyrights"), (d) names, trademarks, service marks, trade dress,
symbols and logos ("Trademarks"); and, (e) all other intellectual
property rights and other rights in any jurisdiction required to
copy, reproduce, recast, adapt, modify, alter, translate, display,
broadcast, digitize, transmit, distribute (either directly or
indirectly, including through any third party distributor or media
publisher), publish, perform, market, advertise, promote, sell, exploit, vend, manufacture,
sublicense, improve,
enhance, update, revise,
create derivative works, integrate
into other works, combine with other works, integrate with
advertising or branding, categorize, index, store and otherwise use
the Licensed Software and any Derivative Works thereof, through any
channel and any medium, by any method, and in any media and any
format, and on any platform now known or hereafter
devised.






 



 

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1.3.

"Software" means any and all computer software,
documentation, code, content, and data, including, without
limitation: source code, generic code, object code,
other programming code, compilers, applets, "app engine," game play
elements, rules and methods of play, graphics, other images and
visual content, music, sound, other audio content, characters,
scenes, setting, texts, drawings, 3D models, development tools,
user interfaces, App Documentation, and other works of art and
works of authorship with respect to the development and compilation
of the App, in any form or format, however fixed.






 




1.4.

“Licensed Intellectual Property Rights" means all Intellectual Property
Rights in and to the Licensed Software.






 




1.5.

"Licensed Software” means all Software and
related materials utilized in or in connection with the App, as
more particularly described in Exhibit
A.






 




2.

GRANT
OF LICENSE AND OWNERSHIP.






 




2.1.

License.
LICENSOR hereby grants to FRIEND a nonexclusive, transferable,
worldwide, perpetual, royalty-free, fully paid-up right and license
to the Licensed Software and Licensed Intellectual Property Rights
for use in the Friendable Mobile Application.






 




2.2.

Ownership.
Subject to the rights granted to FRIEND under this Agreement, all
right, title, and interest in and to the Licensed Software are and
shall remain at all times the sole and exclusive property of
LICENSOR.






 




3.

DELIVERY.
LICENSOR shall deliver to FRIEND the following in the event of a
liquidation, bankruptcy, or asset sale of LICENSOR:






 




3.1.

Licensed Software. The Licensed Software via FTP
(File Transfer Protocol) download, as more particularly described
in Exhibit
A, or in a form suitable for
FRIEND's reproduction and use under this
Agreement.






 




3.2.

Alterations.
After such delivery, if LICENSOR makes any alterations,
modifications, improvements, or other changes to the Licensed
Software (collectively, "Alterations"), LICENSOR, when prompted by
by FRIEND, shall deliver to FRIEND complete copies of the Licensed
Software, as updated or altered, on completion of such Alterations,
and in any event no later than the time LICENSOR commences
utilizing the updated or altered Licensed Software in its own
operations, or delivers the same to any third party.






 



 

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4.

TITLE.
LICENSOR represents and warrants that it owns all right, title, and
interest in and to the Licensed Software. LICENSOR warrants that
the Licensed Software hereby furnished or to be furnished to
Licensee do not and shall not misappropriate, violate or infringe
upon or violate any patent, copyright, trade secret, or any other
proprietary right of any third party.






 




5.

PAYMENTS.






 




5.1.

Purchase
Price. By way of monetary investment into Hangwith, Inc., the
parties have agreed that is full and complete consideration for the
License, the receipt of which LICENSOR hereby
acknowledges.






 




6.

SUPPORT. LICENSOR warrants that, for a period of ninety
(90) calendar days after the date of FRIEND's receipt of Licensed
Software (the "Support Period"), the Licensed Software will conform
to the performance standards and specifications set forth in the
App Documentation if properly installed and used in the operating
environment specified in such App Documentation. LICENSOR does not
warrant that the functions contained in the Licensed Software will
meet FRIEND's requirements or will operate in the combination that
FRIEND selects for use, or that the operation of the Licensed
Software will be uninterrupted or error free, or that all defects
in the Licensed Software will be corrected by Licensor. Licensor's
responsibility under this warranty shall be limited to correcting
the portion of the Licensed Software that fails to perform
substantially in accordance with the said specifications or, at the
option of Licensor, refunding the applicable license fees in which
event Licensee shall return all copies of the Licensed Software.
This provision does not apply if FRIEND modifies, alters or changes
the Licensed Software.






 




7.

VIRUSES.
LICENSOR warrants that, to the best of its knowledge, the Licensed
Software when physically delivered under this Agreement does not
contain any programming code or instruction constructed with the
ability to damage, interfere with, or otherwise adversely affect
computer programs, data files, or hardware (collectively
"Viruses"). LICENSOR also warrants that it has exercised its best
efforts to assure that Viruses have not been introduced into the
Licensed Software while the Licensed Software was in its
possession. Further, LICENSOR warrants that the Licensed Software
shall not contain any disabling code that will activate on a
predetermined date or that can be remotely activated by LICENSOR
without FRIEND's prior written consent. In the event that it is
determined that such a Virus or disabling code exists, LICENSOR
shall, at FRIEND's option, immediately replace any portion of the
Licensed Software that cannot be corrected or cured within a
reasonable period of time or shall immediately reestablish the
affected portion of the Licensed Software to be functionally
equivalent to their performance prior to the introduction of the
Virus or disabling code. If neither of the foregoing alternatives
is reasonably available to LICENSOR, then FRIEND may terminate this
Agreement immediately on written notice to LICENSOR, and Licensor
shall refund to FRIEND any license fees paid for the Licensed
Software.






 




8.

REPRESENTATIONS
AND WARRANTIES. Each Party represents and warrants to the other
that: (a) such Party has all necessary rights and authority to
execute and deliver this Agreement and perform its obligations
hereunder, (b) nothing contained in this Agreement or in the
performance of this Agreement will place such Party in breach of
any other contract or obligation, and (c) this Agreement
constitutes a binding and enforceable Agreement.






 



 

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9.

REMEDY
LIMITATIONS. IN NO EVENT SHALL LICENSOR BE LIABLE TO FRIEND,
WHETHER FORESEEABLE OR NOT, FOR ANY INDIRECT, SPECIAL, RELIANCE,
INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
PERFORMANCE OR BREACH THEREOF, INCLUDING BUT NOT LIMITED TO LOST
PROFITS, REVENUE, GOODWILL, OR ANY DAMAGES OR SUMS PAID TO THIRD
PARTIES.






 




10.

INDEMNIFICATION.






 




10.1.

LICENSOR
shall indemnify, defend and hold harmless FRIEND and its
affiliates, officers, directors, employees, agents,
representatives, successors and assigns against any and all losses,
damages, liabilities, claims, obligations, costs, charges and
expenses (including, without limitation, reasonable attorneys' fees
and court costs) of any third party based on or arising out of any
breach or alleged breach by LICENSOR of any of its representations,
warranties or obligations under this Agreement.






 




10.2.

FRIEND
shall indemnify, defend and hold harmless LICENSOR and its
affiliates, officers, directors, employees, agents,
representatives, successors and assigns against any and all losses,
damages, liabilities, claims, obligations, costs, charges and
expenses (including, without limitation, reasonable attorneys' fees
and court costs) of any third party based on or arising out of any
breach or alleged breach by LICENSOR of any of its representations,
warranties or obligations under this Agreement.






 




11.

GENERAL
PROVISIONS.






 




11.1.

Notices. All notices, approvals and other
communications to be given under this Agreement shall be in writing
and shall be sent by email to the email address of the other Party
set out in the signature block of this Agreement (or to such other
email address as either Party may notify to the other under the
provisions of this provision). Notices shall be deemed delivered on
the date of transmission.






 




11.2.

Variations.
No addition to or modification of any provision of this Agreement
shall be binding upon the Parties unless made by a written
instrument signed by a duly authorized representative of each of
the Parties.






 




11.3.

Waiver.
No failure on the part of either Party to exercise or to enforce
any right given under this Agreement or at law or any custom or
practice of the Parties at variance with the terms of this
Agreement shall constitute a waiver of either of the Parties'
respective rights under this Agreement or operate so as to prevent
the exercise or enforcement of any such right at any
time.






 




11.4.

Arbitration






 




11.4.1.

General. The Parties further agree to submit any
dispute, claim or controversy among the Parties arising out of or
relating to this Agreement to a binding arbitration proceeding to
be conducted under the rules of the American
Arbitration Association (the "AAA"), at the County of Orange,
California. This arbitration provision, however, shall not deprive
the Parties of any right they may otherwise have to seek
provisional injunctive relief from a court of competent
jurisdiction. The arbitration proceeding shall be conducted in as
expedited a manner as is then permitted by the commercial
arbitration rules of the AAA. Both the foregoing agreement of the
Parties to arbitrate any and all such disputes, claims and
controversies, and the results, determinations, findings, judgments
and/or awards rendered through any such arbitration shall be final
and binding on the Parties and may be specifically enforced by
legal proceedings in any court of competent
jurisdiction.






 



 

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11.4.2.

Governing
Law. The arbitrator(s) shall follow any applicable federal law and
California state law with respect to all matters of substantive law
in rendering an award.






 




11.4.3.

Costs
of Arbitration. The cost of the arbitration proceeding and any
proceeding in court to confirm or to vacate any arbitration award,
as applicable (including, without limitation, each Party's Party
or, at the discretion of the arbitrators, may be prorated between
the Parties in such proportion as the arbitrator(s) determines to
be equitable and shall be awarded as part of the arbitrator's
award.






 




11.5.

Partial
Invalidity. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions shall nevertheless continue in full force
and effect without being impaired or invalidated in any
way.






 




11.6.

No
Partnership or Joint Venture. FRIEND and LICENSOR are independent
contractors and neither Party is the legal representative, agent,
joint venturer, partner, or employee of the other Party for any
purpose whatsoever. Neither Party has any right or authority to
assume or create any obligations of any kind or to make any
representation or warranty on behalf of the other Party, whether
express or implied, or to bind the other Party in any respect
whatsoever.






 




11.7.

Assignment.
This Agreement and the exhibits and attachments hereto shall be
binding on the Parties' respective permitted assigns. LICENSOR may
assign this Agreement or any rights or obligations hereunder.
FRIEND may not assign this Agreement and FRIEND's rights or
obligations






 




11.8.

Successors.
This Agreement shall inure to the benefit of and be binding on the
successors of the Parties.






 




11.9.

Headings.
The Section headings used in this Agreement are for reference only
and shall not determine the construction or interpretation of this
Agreement or any portion hereof.






 




11.10.

Counterparts.
This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.






 




11.11.

Further
Assurances. From and after the Execution Date, LICENSOR shall
cooperate with FRIEND, and shall execute and deliver such
instruments and documents and take such other actions as the grant
of right and license under the Agreement, putting FRIEND in
possession and control of all of the assets licensed under this
Agreement, and effecting this Agreement and carrying out its
provisions.






 



 

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11.12.

Entire Agreement. This Agreement (including the
exhibits and attachments hereto) sets out the entire agreement and
understanding between the Parties and supersedes all prior
agreements, understandings or arrangements (whether oral or
written) regarding the subject matter of this Agreement. Each Party
acknowledges that it has not entered into this Agreement in
reliance on any representations, warranties and promises except for
those expressly set out in this Agreement, and neither Party shall
be liable in respect of any other representation, warranty or
promise made prior to the date of this
Agreement.






 




11.13.

 Survival of Certain Provisions. Termination of
this Agreement for any reason shall not release either Party from
any liabilities or obligations set forth in this Agreement that (a)
the Parties have expressly agreed shall survive any such
termination or (b)
remain to be performed or by their
nature would be intended to be applicable following any such
termination. The provisions of Sections 1, 4, and 7
through 11, shall survive the
any termination of this Agreement.






 




11.14.

Rights of Third Parties. The Parties hereby agree
that the rights of third parties, including but not limited to any
of FRIEND's customers existing at the date this Agreement
terminates for any reason, shall not be prejudiced by any such
termination and the customer's right to continuing using the
Licensed Software shall continue notwithstanding any such
termination.






 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first written above.


 


	


FRIENDABLE, INC.

	


LICENSOR: HANG WITH, INC.


	
 

	
 


	
 

	
 


	


By:  
/s/ Robert
Rositano              



	


By: 
/s/ Andrew
Maltin          




	


Its: CEO                                      



	


Its: CEO                                




	


Email: ____________________


	


Email: _________________








 




 




 

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EXHIBIT A


 


 



Licensed Software and Delivery


 


 



LICENSED SOFTWARE: The components of the Licensed Software are
further described as:


 



Hang w/ live-streaming mobile and social application
platform (the
'APP').


 



The LICENSOR will provide:




●

Sourcecode
of the Hang w/ Apps








●

Access
to LICENSOR Github








●

Access
to Amazon and Google cloud code






 



DELIVERY: On the Delivery Date, LICENSOR shall make the Licensed
Software and any related documentation and materials available at
an agreed upon secure Web site for FTP (File Transfer Protocol)
download to FRIEND.


 


 


 


 


 


 


 


 


 




 

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