MASTER
LICENSE AGREEMENT 


 


 


This
Agreement is made by and between Sergio Camarero Blanco, (together "SC") and Arc Lifestyle Group, whose place of business
is Miami either directly or through a company controlled by it, (together "ARC"). 


 


RECITALS



 


WHEREAS,
SC is in the business of selling and distributing branded wines from Spain, specially the brands “Alma”, “Lynus”
and “Pagos del Infante” from “Lynus Viñedos y Bodegas” winery.


 


WHEREAS,
ARC is or intends to be in the business of providing the same set of services as SC within the regions of North America and Asia
Pacific; and


 


WHEREAS,
ARC and SC wish to enter into a relationship that will promote the products, brand name of “Lynus Viñedos y Bodegas”
in the North America and Asia Pacific marketplace in exchange for certain compensation. Specifically, ARC wishes to purchase a
master license under the terms and conditions of this agreement to promote and sell such brands and products.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in this document, the Parties agree as follows:


 


		1.	Licensed
                                         Territory:



The
Licensed territory means North America and Asia Pacific.


 


		2.	License:



In
exchange for paying license fees under this Agreement, SC grants to ARC an exclusive license (“Lynus License”) to
use “Lynus Viñedos y Bodegas” brand name, logo, and certain business process knowledge it possesses under this
Agreement all of which together constitutes the “Lynus Viñedos y Bodegas Brand”, for an initial one-year period
(“License Period”). SC represents and warrants that it has the rights to license all “Lynus Viñedos y
Bodegas” Brands provided under this Agreement. The “Lynus Viñedos y Bodegas” Brand is licensed only for
use in the Licensed Territory.


 


		3.	What
                                         SC will do:



		a.	SC
                                         will send copies of the “Lynus Viñedos y Bodegas” Brand and related
                                         documentation to [ARC], and after [ARC] pays the license fees, SC will authorize [ARC]
                                         to use the “Lynus Viñedos y Bodegas” Brand for the full license period
                                         as set forth in this Agreement, and



		b.	SC
                                         will help [ARC] implement the use of the “Lynus Viñedos y Bodegas”
                                         Brand, and



		c.	SC
                                         will represent [ARC] as a Master License holder for the Licensed Territory on it’s
                                         website and in its sales, marketing, and operational literature, and



		d.	As
                                         the “Lynus Viñedos y Bodegas” Brand components as identified are enhanced
                                         or modified, SC will send the applicable updates to [ARC] at no additional charge for
                                         the license period as set forth in this Agreement. SC reserves the right to determine
                                         the nature and scope of such updates.







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		e.	SC
                                         warrants that it has the right to license the “Lynus Viñedos y Bodegas”
                                         Brand. SC further warrants that so far as it is aware, the “Lynus Viñedos
                                         y Bodegas” Brand does not infringe the rights of any third party, but makes no
                                         further warranty in that respect. These warranties are in lieu of any other warranties,
                                         express or implied, including but not limited to any implied warranties of merchantability
                                         and/or fitness for a particular purpose.



		f.	SC
                                         shall defend or, at its option, settle any claim or proceeding brought against [ARC]
                                         to the extent that it is based on an assertion that the materials provided hereunder
                                         constitute an infringement of any United States patent or copyright, provided that [ARC]
                                         notifies SC promptly and in not more than 30 days in writing of any such claim or proceeding
                                         and gives SC full and complete authority, information, and assistance to defend such
                                         claim or proceeding, and further provided that [arc] gives SC sole control of the defense
                                         of any such claim or proceeding and all negotiations for its compromise or settlement.



 


		4.	What
                                         [ARC] will do:



		a.	[ARC]
                                         will take all reasonable steps to promote, operate and expand elements of its business
                                         under the “Lynus Viñedos y Bodegas” Brand



		b.	As
                                         consideration under this Agreement, [ARC] will;
	 	 	i.	Purchase
                              the “Lynus License” for the Term and pay to SC an initial fee of $25,000, for the master
                              license during the Term (the”License Fee”), and
	 	 	ii.	Pay to SC
                              an annual royalty of 1% of sales consummated under the “Lynus Viñedos Y Bodegas”
                              Brand (“Royalty”).






		c.	As
                                         an obligation under the “Lynus License”, [ARC] commits to i.) promote and
                                         provide sales channels for the “Lynus Viñedos y Bodegas” Brand in
                                         the Licensed Territory over the License Period through its means or that of any subsidiaries
                                         or affiliates during the Term



		d.	[ARC]
                                         agrees that payment shall be made in the form of a twelve-month convertible note (the’Note’),
                                         with principal and interest due at maturity. The Note may be converted into equity of
                                         [ARC] at any time beginning 12 months from date of this Agreement.



		e.	[ARC]
                                         acknowledges that all copyright and other intellectual property rights whatsoever in
                                         the “Lynus Viñedos y Bodegas” Brand and associated documentation are
                                         and shall remain the property of SC absolutely and that [ARC]'s only rights in relation
                                         to the “Lynus Viñedos y Bodegas” Brand are a non-transferable license
                                         to use the “Lynus Viñedos y Bodegas” Brand subject to and in accordance
                                         with the terms of this Agreement.



		f.	[ARC]
                                         shall take all reasonable measures to ensure that the “Lynus Viñedos y Bodegas”
                                         Brand and associated documentation and any copies of the “Lynus Viñedos
                                         y Bodegas” Brand or documentation do not leave its possession or control whether
                                         by loan, theft or otherwise. [ARC]'s obligations under this paragraph shall survive any
                                         termination or expiration of this Agreement.




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		g.	[ARC]
                                         acknowledges that “Lynus Viñedos y Bodegas” Brand is licensed only
                                         for use in the Territory. Use in any other country, requires a separate Agreement.



		h.	[ARC]
                                         will designate individuals who will be responsible for use of the “Lynus Viñedos
                                         y Bodegas” Brand and shall maintain active contact details for SC’s communication
                                         purposes with such individuals



		i.	[ARC]
                                         will explain the terms of this Agreement to those affected by it.



		j.	[ARC]
                                         shall maintain its business in good standing in the Territory at all times.






		5.	General
                                         license terms:



		a.	Limitations
                                         of Liability: [ARC] AGREES THAT THE LIABILITY OF SC TO [ARC] BASED ON THIS AGREEMENT,
                                         EXCLUDING LIABILITY FOR COPYRIGHT, PATENT, OR TRADE SECRET VIOLATIONS UNDER THIS AGREEMENT,
                                         WILL NOT EXCEED [ARC]'S CURRENT-YEAR LICENSE FEES PAID. IN NO EVENT SHALL SC BE LIABLE
                                         FOR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE PERFORMANCE
                                         BY SC HEREUNDER. NO OBLIGATION OR LIABILITY, EXCEPT IN THE EVENT OF NEGLIGENCE OR INTENTIONAL
                                         WRONGDOING BY SC, SHALL ARISE FROM ANY RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE
                                         BY SC IN CONNECTION WITH THIS AGREEMENT.



		b.	Any
                                         “Lynus Viñedos y Bodegas” Brand licensed under this Agreement may
                                         be renewed for additional Terms if SC and [ARC] mutually agree in writing. License fees
                                         for any additional periods may differ. SC will issue license renewal invoices approximately
                                         60 days in advance of the current license termination date. Payment of the renewal invoice
                                         constitutes renewal of this agreement. Non-payment of the renewal invoice constitutes
                                         cancellation of this agreement.



		c.	So
                                         long as all fees due and payable to SC have been made as agreed, [ARC] may cancel this
                                         Agreement at any time for any reason, and no refunds will be issued.



		d.	SC
                                         may suspend or cancel this Agreement and take other action if it believes [ARC] has not
                                         complied with this Agreement.



		e.	This
                                         Agreement, its supplements, and invoices arising under it for “Lynus Viñedos
                                         y Bodegas” Brand constitute the complete and exclusive statement between the parties,
                                         and supersedes all prior communications relating to the subject matter of this Agreement.



 


		6.	Termination
                                         in Good Terms



In
case of cancellation of this agreement for whatever reason, [ARC] will remove the “Lynus Viñedos y Bodegas”
Brand from [ARC]’s website and all marketing materials; communicate in writing that the “Lynus Viñedos y Bodegas”
Brand has been removed; and return all materials including all “Lynus Viñedos y Bodegas” Brand user documentation
to SC. In case of cancellation of this agreement for whatever reason including but not limited to completion of its terms or conditions
or by breach, SC and [ARC] agree that neither party will pursue charges against the other party.


 


		7.	No
                                         Agency



Nothing
in this agreement shall give either party any right to act on behalf of or otherwise bind the other in any matter not specifically
contained in this Agreement or in any Amendment made in writing.






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		8.	Term



This
Agreement is for an initial period of two years from the date of first signing.


 


		9.	Binding
                                         Agreement



This
Agreement is binding upon the parties.


 


 


This
Agreement can be modified only in writing signed by both parties.


 


IN
WITNESS WHEREOF, the parties hereby acknowledge and accept the terms and conditions of this Master License Agreement.


 


 


 


Signed
for and on behalf of Sergio Camarero Blanco.





	 	 	 
	/s/ Sergio Camarero Blanco 	 	 
	Name: Sergio Camarero Blanco	 	Date: 25th May, 2015
	 	 	 






Signed
for and on behalf of [ARC]





	 /s/ Carlos López Martínez	 	 
	Name: Carlos López Martínez	 	Date: 25th May, 2015
	 	 	 



 


 



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