MASTER
LICENSE AGREEMENT


 


 


This
Agreement is made by and between Alvaro Gallego Grajal, (together "AG") and Arc Lifestyle Group, whose place of business
is Miami either directly or through a company controlled by it, (together "ARC").


 


RECITALS


 


WHEREAS,
AG is in the business of selling and distributing branded wines from Spain, specially the brands “Marques de Requena”
and “Grajal-Ruiz” from “Sirei888 S.L.” winery.


 


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


 


WHEREAS,
ARC and AG wish to enter into a relationship that will promote the products, brand name of “Sirei888 S.L.” 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, AG grants to ARC an exclusive license (“Sirei 8 License”) to
use “Sirei888 S.L.” brand name, logo, and certain business process knowledge it possesses under this Agreement all
of which together constitutes the “Sirei888 S.L.”, for an initial one-year period (“License Period”).
AG represents and warrants that it has the rights to license all “Sirei888 S.L.” Brands provided under this Agreement.
The “Sirei888 S.L.” Brand is licensed only for use in the Licensed Territory.


 


		3.	What
                                         AG will do:



		a.	AG
                                         will send copies of the “Sirei888 S.L.” Brand and related documentation to
                                         [ARC], and after [ARC] pays the license fees, AG will authorize [ARC] to use the “Sirei888
                                         S.L.” Brand for the full license period as set forth in this Agreement, and



		b.	AG
                                         will help [ARC] implement the use of the “Sirei888 S.L.” Brand, and



		c.	AG
                                         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 “Sirei888 S.L.” Brand components as identified are enhanced or modified,
                                         AG will send the applicable updates to [ARC] at no additional charge for the license
                                         period as set forth in this Agreement. AG reserves the right to determine the nature
                                         and scope of such updates.



		e.	AG
                                         warrants that it has the right to license the “Sirei888 S.L.” Brand. AG further
                                         warrants that so far as it is aware, the “Sirei888 S.L.” 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.




    	 	1	 



    	 



    
		f.	AG
                                         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 AG promptly and in not more than 30 days in writing of any such claim or proceeding
                                         and gives AG full and complete authority, information, and assistance to defend such
                                         claim or proceeding, and further provided that [arc] gives AG 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 “Sirei888 S.L.” Brand



		b.	As
                                         consideration under this Agreement, [ARC] will;



                                                 
i.      Purchase the “Sirei888 S.L.” for the Term and pay to AG an initial fee of $10,000,
for the master license during the Term (the “License Fee”), and


		c.	As
                                         an obligation under the “Sirei 8 License”, [ARC] commits to i.) Promote and
                                         provide sales channels for the “Sirei888 S.L.” 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 “Sirei888 S.L.” Brand and associated documentation are and shall remain
                                         the property of AG absolutely and that [ARC]'s only rights in relation to the “Sirei888
                                         S.L.” Brand is a non-transferable license to use the “Sirei888 S.L.”
                                         Brand subject to and in accordance with the terms of this Agreement.



		f.	[ARC]
                                         shall take all reasonable measures to ensure that the “Sirei888 S.L.” Brand
                                         and associated documentation and any copies of the “Sirei888 S.L.” 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.



		g.	[ARC]
                                         acknowledges that “Sirei888 S.L.” 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 “Sirei888 S.L.”
                                         Brand and shall maintain active contact details for AG’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.







    	 	2	 



    	 



    




		5.	General
                                         license terms:



		a.	Limitations
                                         of Liability: [ARC] AGREES THAT THE LIABILITY OF AG 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 AG BE LIABLE
                                         FOR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE PERFORMANCE
                                         BY AG HEREUNDER. NO OBLIGATION OR LIABILITY, EXCEPT IN THE EVENT OF NEGLIGENCE OR INTENTIONAL
                                         WRONGDOING BY AG, SHALL ARISE FROM ANY RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE
                                         BY AG IN CONNECTION WITH THIS AGREEMENT.



		b.	Any
                                         “Sirei888 S.L.” Brand licensed under this Agreement may be renewed for additional
                                         Terms if AG and [ARC] mutually agree in writing. License fees for any additional periods
                                         may differ. AG 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 AG have been made as agreed, [ARC] may cancel this
                                         Agreement at any time for any reason, and no refunds will be issued.



		d.	AG
                                         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 “Sirei888 S.L.”
                                         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 “Sirei888 S.L.” Brand from [ARC]’s
website and all marketing materials; communicate in writing that the “Sirei888 S.L.” Brand has been removed; and return
all materials including all “Sirei888 S.L.” Brand user documentation to AG. In case of cancellation of this agreement
for whatever reason including but not limited to completion of its terms or conditions or by breach, AG 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.


 


		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.


 



    	 	3	 



    	 



    




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


 


 


 





	Signed for and on behalf of Alvaro
    Gallego Grajal.	 
	 	 	 
	 	 	 
	/s/
    Alvaro Gallego Grajal	 	 
	Name: Alvaro Gallego Grajal	 	 
	Date: 4th June, 2015	 	 
	 	 	 
	 	 	 
	 	 	 
	Signed foe and on behalf of [ARC]	 
	 	 
	 	 
	/s/
    Carlos López Martínez	 	 
	Name: Carlos López Martínez	 	 
	Date: 4 th June, 2015	 	 










    	 	4