Exhibit 10.17


 


First Amendment to Advisor Agreement


 


This First
Amendment to Advisor Agreement (the “Amendment”), effective as of September 4, 2014, is made
and entered into by and between Snap Interactive, Inc., a Delaware corporation (the “Company”) and Jon
Pedersen (the “Advisor”).


 


WHEREAS, the Company
and the Advisor previously entered into that certain Advisor Agreement dated as of March 4, 2014 (the “Agreement”);
and


 


WHEREAS, Section
3 of the Agreement provides that the term of the Agreement shall expire on September 4, 2014 unless extended by mutual agreement
of the parties; and


 


WHEREAS, the parties
desire to extend the term of the Agreement until March 4, 2015.


 


NOW, THEREFORE,
in accordance with the terms of the Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Company and the Advisor agree as follows:


 


		1.	Section 3 of the Agreement is amended by deleting said Section in its entirety and substituting
in lieu thereof the following new Section 3:



 


3.The term of this Agreement
shall be from the Effective Date until March 4, 2015, unless extended by mutual agreement of the parties hereto. This Agreement
may be canceled at any time by either party, with or without cause.


 


		2.	The Agreement is amended by adding the following new Section 14 to the end of said Agreement:



 


14.The Advisor agrees that, during
the term of this Agreement (as set forth in Section 3 above) and for the one (1) year period immediately following the termination
of this Agreement for any reason, other than in connection with his duties under this Agreement, the Advisor shall not, directly
or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or
lender or in any other capacity, and whether personally or through other persons:


 


(i)Solicit business from, interfere
with, attempt to solicit business with, or do business with any customer, referral source and/or sponsor of the Company with whom
the Company did business or who the Company solicited within the preceding two (2) years, and who or which: (1) the Advisor contacted,
called on, serviced or did business with during the Advisor’s employment at the Company or during the term of this Agreement;
(2) the Advisor learned of solely as a result of the Advisor’s employment with, or provision of services hereunder to, the
Company; or (3) about whom the Advisor received Confidential Information (as defined below). This restriction in this Section 14(i)
applies only to the Business (as defined below) of the Company or any affiliate thereof; or


 






    	 



    	 



    




 


(ii)Solicit, induce or attempt
to solicit or induce, engage or hire, on behalf of himself or any other person or entity, any person who is an employee or consultant
of the Company or who was employed by the Company within the preceding twelve (12) months.


 


Notwithstanding the foregoing, the
restrictions contained in this Section 14 shall not apply to any individual who is a family member. For purposes of this Section
14:


 


“Confidential Information”
means:


 


(i)Technologies
developed by the Company and any research data or other documentation related to the development of such technologies, including
all designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are
or were conceived, developed or acquired by the Advisor, individually or in conjunction with others, during the Advisor’s
employment at the Company or during the term of this Agreement;


 


(ii)All
documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail,
voice mail, electronic databases, maps, logs, drawings, models and all other writings or materials of any type embodying any of
such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression that are or were
conceived, developed or acquired by the Advisor individually or in conjunction with others during the Advisor’s employment
at the Company or during the term of this Agreement (whether during business hours
or otherwise and whether on any Company premises or otherwise) that relate to the Company’s business, trade secrets, products
or services;


 


(iii)Customer
lists and prospect lists developed by the Company;


 


(iv)Information
regarding the Company’s customers which the Advisor acquired as a result of the Advisor’s employment with, or
provision of services hereunder to, the Company, including but not limited to,
customer contracts, work performed for customers, customer contacts, customer requirements and needs, data used by the Company
to formulate customer bids, customer financial information, and other information regarding the customer’s business;


 


(v)Information
related to the Company’s business, including but not limited to marketing strategies and plans, sales procedures, operating
policies and procedures, pricing and pricing strategies, business plans, sales, profits, and other business and financial information
of the Company;


 


(vi)Training
materials developed by and utilized by the Company; and


 


(vii)Any
other information that the Advisor acquired as a result of the Advisor’s employment with, or provision of services
hereunder to, the Company and which the Advisor has a reasonable basis to believe
the Company would not want disclosed to a business competitor or to the general public.


 






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“Business”
means the business of establishing and/or providing social networking services and online dating services, and any other business
the Company engaged in during the Advisor’s previous employment with the Company or during the term of this Agreement and
of which Advisor participated in or had knowledge of Confidential Information regarding such business, or any business seriously
contemplated by the Company during the Advisor’s previous employment or during the term of this Agreement and of which the
Advisor participated in the assessment or potential initiation of such business or had knowledge of Confidential Information regarding
such business.


 


		3.	The Agreement, except as modified by this Amendment, shall remain in full force and effect.



 


IN WITNESS WHEREOF,
the Company and the Advisor have executed, or caused to be executed, this Amendment effective as of the day and year first written
above.


 





	 	SNAP INTERACTIVE, INC.
	 	 	 
	 	By:	/s/ Clifford Lerner
	 	Name:	 Clifford
Lerner
	 	Title:	 President
and Chief Executive Officer
	 	 	 
	 	THE ADVISOR
	 	 
	 	/s/ Jon Pedersen
	 	Jon Pedersen



 


 


 


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