Exhibit  10.1


 


Touchpoint
System Operator Agreement (Agreement)


by
and between


 


Touchpoint
Connect Limited., organized under the laws of England and Wales


(hereinafter
the Operator)


 


and


 


Casey
Loves Fitness LLC, 6250 Hollywood Blvd., unit 11D Los Angeles, CA 90028


 (hereinafter the Customer)


 


(each
the Party and collectively the Parties)


 




     


     


    

 


Table
of Annexes


 


	Number
    of Annex	 	Name
    of Annex	 
	1	 	Description
    of Touchpoint Software	A-1-1
	2	 	Technical
    Support	A-2-1


 


Table
of Contents 


 


	1.	Definitions	1
	2.	Customer App Development	4
	3.	Grant of License	5
	4.	Expenses; Revenue Share; Payments	6
	5.	Mainainance Service Fees	6
	6.	Hosting Services; Hosting Fees	6
	7.	Touchpoint Solutions Services & Features	6
	8.	Maintainance Services & Service Levels	7
	9.	Confidential Information	8
	10.	Representations and Warranties	8
	11.	Indemnification	9
	12.	Insurance	10
	13.	Limitation of Liability	10
	14.	Ownership	10
	15.	Term; Termination	10
	16.	General Provisions	11


 




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This
System Operator Agreement (the Agreement) is made as of 2nd May, 2020 (the Effective Date) by and between
Touchpoint Connect Limited (the Operator) and Casey Loves Fitness LLC (the Customer).


 


Whereas


 


		A.	Operator
                                         has developed, and is willing to support, enhance and further develop the Touchpoint
                                         Software and Touchpoint Solution, as those terms are defined below; and
	 	 	 
		B.	Customer
                                         wishes to have access to the Touchpoint Solution for purposes of running the Customer
                                         App (as defined below) and updating App Content (as defined below); and
	 	 	 
		C.	The
                                         Parties wish to formalize their agreement on the terms set out herein.



 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein the Parties agree as follows:


 


		1.	Definitions



 


Capitalized
terms used in this Agreement shall have the following meanings (whether used in the singular or plural) unless otherwise defined
in the body of the Agreement:


 


Acceptance
shall have the meaning as set forth in Section 2.3.


 


App
Marketplace shall have the meaning as set forth in Section 2.4.


 


Bug(s)
shall mean any defects, software errors or malfunctions in or arising from any part of Touchpoint Software resulting in any
failure of the Touchpoint Solution to operate continuously and without error or interruption reported (with reasonable evidence)
by the Customer to the Operator, such Bugs being prioritized pursuant to the levels of severity in accordance with Annex 2, attached
and incorporated hereto.


 


Confidential
Information shall have the meaning as set forth in Section 9.


 


Customer
shall mean as specified on the cover page of this Agreement.


 


Customer
App or App means the particular version of Touchpoint software application, built by Operator based upon Operator’s
Touchpoint Software and hosted on the Touchpoint Solution with Customer Content,in accordance with Customer’s specfications
and requirements, for use as a Customer-branded App for commercial use through the Apple App Store and Android Playstore, and
all updates, modifications, enhancements, patches, Bug fixes, and/or error corrections in connection with the foregoing software
application all in compliance with the Apple and Android developer kit terms and conditions.


 


Customer
Content means any and all content, materials, ideas, proposals, concepts, designs, processes, sketches, models, drawings,
plans, specifications, images, photographs, footage, videos, audiovisual recordings, audio recordings, progammatic content and
cirrciulum, reports, marketing materials, promotional materials, works, creations, other written or tangible expressions, materials
and/or deliverables conceived of, created, contributed, developed or implemented by by Customer, or on behalf of Customer, related
to the Customer App, including without limtiation all Customer Marks and Name & Likeness and all IP Rights inherent therein
or appurtenant thereto.


 






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Customer
Marks means all Customer trademarks, trade names, service marks, slogans, and logos and such other Customer trademarks or
logos as Customer identifies from time to time to Operator for use in connection with the Customer App.


 


Customer
Property shall have the meaning as set forth in Section 14.2.


 


Deliverables
shall have the meaning as set forth in Section 2.1.


 


Design
Specifications are Customer’s specifications and requirements that Operator will follow to create the Customer App and
with which the Customer App shall conform in all respects.


 


Development
Services means all services provided by Operator necessary for the proper development and launch of the Customer App in accordance
with Customer specifications and requirements.


 


Disclosing
Party shall have the meaning as set forth in Section 9.


 


Expenses
shall have the meaning as set forth in Section 4.


 


Further
Developments means and changes, modifications, removal or additions to the functionality of the Customer App requested by
the Customer after the Launch Date.


 


IP
Rights means all intellectual property rights worldwide arising under statutory or common law, whether or not perfected, and
in any media, form, manner or technology known or hereinafter to become known, including but not limited to all (i) patents, patent
applications and patent rights, (ii) rights associated with works of authorship including copyrights, copyright applications,
copyright registrations, mask work rights, mask work applications and mask work registrations, (iii) rights relating to the protection
of trade secrets and confidential information, (iv) any right analogous to those set forth in this Section and any other proprietary
rights relating to intangible property and (v) divisions, continuations, renewals, reissues and extensions of the foregoing (as
and to the extent applicable) now existing and hereafter filed, issued or acquired.


 


Launch
Date shall have the meaning as set forth in Section 2.4.


 


Live
Class Fees means any fees paid by an individual to participate in a live Customer class hosted or organized by Customer which
is streamed through the Customer App.


 


Maintenance
Services shall have the meaning set forth in Section 8.2.


 


Minimum
Term shall have the meaning as set forth in Section 15.1.


 


Name
& Likeness means the name, voice, photographs, image, likeness, performances, and biographical information, statements
and/or testimonials of Customer’s officer.


 


Operator
shall mean Touchpoint as specified on the cover page of this Agreement.


 


Revenue
Share shall have the meaning as set forth in Section 4.


 






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Receiving
Party shall have the meaning as set forth in Section 9.


 


Section
shall mean a numbered section of this Agreement.


 


Services
shall have the meaning as set forth in Section 2.1.


 


Service
Levels shall have the meaning as set forth in Section 8.


 


Subscriber
means any individual user of the Customer App that subscribes and pays for a membership to use the Customer App.


 


Subscription
Fees means the fees generated from Subscribers in consideration of their use and access to the Customer App.


 


Test
App shall have the meaning as set forth in Section 2.3.


 


Term
shall mean the entire term of this Agreement pursuant to Section 15.


 


Touchpoint
Software means the core Touchpoint engine and other software code, programs, algorithms, APIs and documentation comprising
the Touchpoint Solution which Touchpoint has developed prior to the Effective Date, in both executable object code and source
code form.


 


Touchpoint
Solution shall mean the services described by in Annex 1, attached and incorporated hereto.


 


User
shall mean any individual that shall be granted use of the Touchpoint Solution thereof.


 






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		2.	Customer
App Development



 


		2.1	Description
of Services. Operator agrees to perform the software development, design, integration, support
and maintenance services with regard to building the features and technology for the Customer App described in Section 3 below
(the Services). Deliverables means those materials,
products and work product to be provided hereunder by Operator, including without limitation the Services, the Customer App, Updates,
all Documentation, reports and all other deliverables required by the Customer.



 


		2.2	Development.
Subject to the terms and conditions of this Agreement, the Parties will cooperate with one another
for the purpose of building and launching the Customer App for public use. Operator will develop the Design Specifications and
deliver them to Customer for review and approval in writing. Once Customer grants such approval the Design Specifications will
become part of this Agreement. The Customer App will conform in all respects to the applicable Apple and Android tool kit components
and standards (including published APIs). All display, positioning and branding of Customer Content and use of the Name &
Likeness in connection with the Customer App will be implemented subject to the prior written approval of Customer in all cases
and will conform to the terms and conditions of this Agreement. In addition, all use of Customer Marks and the Name & Likeness
shall at all times be subject to the usage restrictions set forth in this Agreement and any instructions and/or branding guidelines
and standards Customer may communicate to Operator from time to time during the Term.



 


		2.3	Integration.
Operator will perform certain integration tasks with regard to the creation of the Customer
App which will include, but not be limited to: (i) development and delivery of detailed Design Specifications for acceptance by
Customer, (ii) development and delivery of detailed product development project, Deliverable milestones, and acceptance testing
plan for acceptance by Customer; (iii) integration of Customer-specific visual style and branding into all facets of Customer
App according to Customer’s branding and style guidelines; and (iv) custom design of Customer-specific UI/UX design in collaboration
with Customer design team.



 


Testing
and Acceptance. Customer shall deliver the initial set of Customer Content for integration into
the Customer App to Operator in the format and form agreed to by the Parties. Within 30 days of Operators’ receipt of the
Customer Content, Operator, in consultation with Customer, shall develop a non-public version of the Customer App prominently
incorporating the Customer Content provided (the Test App) and make it accessible to
Customer. Customer shall make the Test App accessible or viewable to the public only upon Customer’s prior written acceptance
(Acceptance) of the Test App. If the Test App fails to pass Customer’s testing
or otherwise fails to function in conformance with the Customer specifications, requirements, Documentation or the terms of this
Agreement, Customer shall provide Operator with written notice of such failure that contains a reasonable description of the nature
of the failure, and Operator shall correct such deficiency within ten (10) days of such written notice and cause the Test App
to successfully pass all tests and function in accordance with the Customer specifications, requirements, Documentation and terms
of this Agreement. 


 






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		2.4	Launch.
Operator shall use its best efforts to enable Customer to publicly release an initial version
of the Customer App 30 days after Acceptance by Customer (the Launch Date).
Operator will be responsible for all tasks related to placing and maintaining the Customer App in the Apple App Store and Android
Play Store (the App Marketplaces) and will include, but not be limited to the following:
(i) establishment of the Customer App as a separate product in the App Marketplace; (ii) release of final tested and Customer-accepted
Customer App to the App Marketplace; (iii) guiding the Customer App through App Marketplaces review and approval processes; (iv)
upkeep and maintenance of Customer App; (v) compliance with all App Marketplace terms and conditions;



 


		2.5	Customer
App Content Updates. After the successful launch of the Customer App, Operator shall train Customer
on how to update Customer Content, specifically Customer videos, clips, class schedules, store items, to name a few, and Customer
shall thereafter be responsible for updating Customer Content in the Customer App for the duration of the Term.



 


		2.6	Further
Developments. To the extent Operator delivers Further Developments to Customer, such Further
Developments shall be automatically included in the Agreement and considered as Touchpoint Software for the purposes of this Agreement.
Notwithstanding the foregoing, if Customer specifically requests the development and implementation of any Further Development,
the actual costs incurred by Operator in developing and implementing such Further Development shall considered an Expense.



 


		3.	Grant
of License



 


		3.1	By
Operator. In consideration of Operator’s Revenue Share, Operator hereby grants to Customer
a worldwide, irrevocable, exclusive, royalty-free license to use the Touchpoint Software and Touchpoint Solution in furtherance
of Customers business activities as related to the use, operation, management, and exploitation of the Customer App. All other
rights are excluded from this Agreement and are retained by Operator.



 


		3.2	By
Customer. During the Term and subject to the terms and conditions of this Agreement, Customer
hereby grants to Operator a non-exclusive, royalty-free, non-transferrable, non-sublicensable limited license to integrate, copy
and display the Customer Content solely in connection with the development and distribution of the Customer App for the sole purposes
of making Customer Content available to Subscribers for their own private, non-commercial use via the Customer App. All use or
display of the Customer Marks and the Name & Likeness shall be subject to Customer’s prior written consent and shall
at all times conform to the terms and conditions of this Agreement. Customer reserves all ownership and other rights in the Customer
Marks and Name &Likeness, and nothing in this Agreement shall be deemed to convey or transfer any ownership rights to Operator
in or to the Customer Marks or Name & Likeness or related goodwill.



 






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		4.	Expenses;
Revenue Share; Payments



 


Revenue
Share. After all Expenses have been paid, Operator and Customer will share all subscriber and
revenue fees as follows: 30% to Operator and 70% to Customer (the Revenue Share


 


Expenses.
Integration costs (not to exceed $50,000), hosting fees, maintenance service fees, (collectively,
Expenses) as mutually agreed and set forth in writing between the Parties. 


 


		4.1	Payments.
Operator shall collect all Revenue from the Customer App. On a quarterly basis, and once all
Expenses have been satisfied and allocated in accordance with Section 4., Customer shall make payments to Operator of its respective
portion of the Revenue Share.



 


		5.	Maintenance
Service Fees. The Maintenance Services will be provided by the Operator on an actual cost basis.
Operator will provide the initial 60 days Maintenance Services post-Launch Date shall be free of charge.



 


		6.	Hosting
Services; Hosting Fees. Hosting services will be provided on Amazon Work Space (AWS) servers
and Mongo Database. All server services are supplied by Amazon based on the number of users on the Customers instance of Touchpoint.
Therefore, Operator will provide the server Hosting on an actual cost basis for all actual server capacity used by the Customer.
The initial 60 days post-Launch Date will be free of charge.



 


		7.	Touchpoint
Solutions Services & Features



 


		7.1	During
the Term, Operator shall provide Customer with the following Touchpoint Solutions services and features via the Customer App:



 


		a.	Experience/
                                         Giveaways. Customer has the option to run a daily, weekly or monthly Giveaway allowing
                                         their subscribers to enter to win. The winner is randomly selected by the computer. Entries
                                         will not require an email to win, since the user must be a subscriber in order to enter.
	 	 	 
		b.	Commerce
                                         Store: Customer can sell product within the Customer App.
	 	 	 
		c.	Content
                                         Portal Blog & Video. Customer can upload Customer Content to the Customer App.



 


		d.	Administration
                                         Panel. Operator’s Content Management System (CMS) administrator platform allows
                                         Customer to upload, edit and run managed Customer Content for the Customer App.



 


		e.	Data
                                         Analytics. Access to the Touchpoint Solution database for the Customer App which
                                         provides insight tools on number of Users entered for Giveaways, Experiences and commerce
                                         via the Operator’s Customer Resource Management (CRM) tool.



 


		f.	Live
                                         Streaming. Customer can go live to its Users as long as they are subscribers of the
                                         Customer App.



 






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		8.	Maintenance
Services & Service Levels



 


		8.1	The
Touchpoint Solution and Customer App shall operate in accordance with the Service Levels set forth in Annex 2.



 


		8.2	In
consideration for the Revenue Share, at all times during the Term of this Agreement, Operator shall provide reasonable maintenance
and support services to the Customer App (the Maintenance
Services). Without limitation of the foregoing, as part of the Support Services, Operator shall
at all times during the Term (i) maintain and support the Customer App, and the underlying Touchpoint Software so that the Customer
App is error-free and operates and performs in accordance with the Customer specifications and Documentation; and (ii) provide
periodic upgrades and updates.



 


		8.3	If
any services, functions or responsibilities not specifically described in this Agreement are an inherent, necessary or customary
part of the Maintenance Services or are otherwise required for proper performance of the Maintenance Services in accordance with
this Agreement, they shall be deemed to be included within the scope of the Maintenance Service, as if such services, functions
or responsibilities were specifically described this Agreement.



 


		8.4	Maintenance
Services include:



 


		●	Corrective
                                         – diagnosing and fixing errors, possibly ones found by users (Bug fixes)



 


		●	Modification
                                         of the Customer App performed after delivery to keep the Customer App usable in a changed
                                         or changing environment (This includes software upgrades, upgrades, changes to API's,
                                         hosting or domain update or credit card changes) 



 


		●	User
                                         or authorization of management updates, upgrades, and changes 



 


		●	Modification
                                         of Customer App after delivery to detect and correct updates and Bug challenges in software
                                         product before they become effective faults 



 


		●	Maintenance
                                         Services do not include new function, design improvements or changes in the User experience
                                         (UX)



 


		●	The
                                         following part time resource will be provided for the performance of Maintenance Services:



 


		1	iOS
                                         developer, 1 Android developer and 1 backend developer



 


		8.5	Operator’s
Maintenance Services shall be available round the clock twenty-four hours by seven days with a single point of contact helpdesk.
Upon acknowledgement, Operator will estimate the level of severity according to information supplied by Customer. Operator may
reassess the level of severity at any time, and will communicate so to Customer.



 






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		9.	Confidential
Information



 


The
parties agree that each party (the Disclosing Party) may provide certain information to the other party (the Receiving
Party), for the purpose of pursuing the business and contractual relationship set forth in this Agreement. “Confidential
Information” means and includes the terms of this Agreement and all non-public business and financial information of
either party, whether conveyed orally or in writing, including without limitation reports, research, work in progress, programs,
marketing and promotion information, customer lists, projections, and all other confidential concepts, methods of doing business,
ideas, materials or information prepared or performed for, by or on behalf of such party by its employees, officers, directors,
managers, agents, representatives or consultants, and any other information that a reasonable person would or a party should understand
is confidential by reason of its content, nature or value or the manner or circumstances in which it is obtained by or disclosed
to such Party. The Receiving Party agrees that it will not disclose Confidential Information to others except to the extent that
it is necessary to its directors, officers, representatives, legal and financial consultants, and employees having a need to know
such Confidential Information for the purpose of fulfilling the Receiving Party’s obligations under this Agreement. The
Receiving Party shall notify the Disclosing Party promptly in writing of any misappropriation, unauthorized disclosure or use
by any person of the Confidential Information. “Confidential Information” does not include any information
which (a) was publicly available at the time of disclosure; (b) was known by the Receiving Party prior to such disclosure; (c)
becomes publicly available after disclosure through no fault of the Receiving Party; (d) is received from a third-party who acquired
the information without committing a wrongful act; or (e) is developed independently by the Receiving Party without reference
to or use of Confidential Information. The Receiving Party may disclose Confidential Information if required by law, subpoena,
ororder or request of a federal governmental authority or court of competent jurisdiction, and further, provided that the Receiving
Party shall (i) assert the confidential nature of the Confidential Information to be disclosed, (ii) use reasonable efforts to
obtain confidential treatment for any Confidential Information so disclosed, and (iii) immediately notify the Disclosing Party
of the requirement, order, or request to disclose in advance of such disclosure in order to afford the Disclosing Party the opportunity
to contest disclosure.


 


		10.	Representations
and Warranties



 


		10.1 	Operator’s
Representations and Warranties. Operator represents, warrants and covenants that (i) it has
all necessary rights, authorizations, and licenses to provide the Services and Deliverables; (ii) each of its personnel assigned
to perform Services has the proper skill, training and background to perform in a competent and professional manner and that all
Services will be so performed; (iii) the Deliverables, including without limitation the Customer App, at all times shall be free
from errors and shall function and perform in accordance with all applicable Customer requirements, Documentation, and Design
Specifications; (iv) the Deliverables, including without limitation the Customer App, shall not contain any viruses, time bombs,
lock-up program or other device capable of disabling or interfering with Customer’s and any Subscriber’s use of the
Deliverables; the Services and Deliverables, and the use thereof, will not infringe, violate or constitute misappropriation of
the copyright, patent, trademark, trade secret, license or other proprietary rights of any third party; (vi) Operator shall comply
with all applicable laws and regulations; (vii) the Deliverables require no other hardware, software or services for the full
and complete operation and use of such Deliverables in accordance with the terms of this Agreement and the applicable Documentation
and Design Specifications; (ix) the Touchpoint Software and Touchpoint Solution and any software updates thereto will at all times
be compatible with, and properly interoperate with, the Customer App, and all releases, modifications, enhancements, bug fixes
and patches shall at all times be compatible with, and properly interoperate with, prior and future versions of the Customer App.



 


		10.2	Customers
Representations and Warranties



 


Subject
to any limitations set forth in this Agreement, Customer represents and warrants solely for the benefit of Operator that:


 


		(a)	Customer
possesses full power and authority to enter into this Agreement and to fulfill its obligations hereunder;



 






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		(b)	The
performance of the terms of this Agreement and of Customer’s obligations hereunder shall not breach any separate agreement
by which Customer is bound.



 


Customer
shall in good faith and at its own cost provide Operator with any assistance and cooperation reasonably necessary for Operator
to provide its services, deliverables and other performance under this Agreement, including without limitation, information, data,
access, resources, rights and materials.


 


		10.3	Disclaimer.
EXCEPT AS SPECIFIED IN SECTION 10.1 and 10.2 OF THIS AGREEMENT, THE PARTIES MAKE NO WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY TO ONE ANOTHER HEREUNDER. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED REPRESENTATIONS
AND WARRANTIES OF MERCHANTABILITY, CUSTOMER FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.



 


		10.4	Remedies.
Subject to anything expressly stated to the contrary herein, if either Party receives written
notice from the other of (i) any breach of any of the representations and warranties or (ii) any other failure to fully perform
any of its obligations imposed on it under this Agreement, such Party shall, at its cost and expense, in addition to any other
remedies whether contractual or by operation of law, remedy that breach or failure promptly after receiving that notice and by
no later than within thirty (30) days, failing which the other Party shall be entitled to pursue any rights or remedies which
are available to it.



 


		11.	Indemnification.
Each Party agrees to indemnify, defend and hold harmless the other Party from and against any
and all claims, losses, liabilities, damages, judgments, expenses and costs (including reasonable attorneys’ fees) which
result from any third- party claim relating to (i) any allegation that if true would constitute a breach by such Party of any
of the warranties expressly set forth in Section 10.1 and 10.2, or (ii) the gross negligence or willful misconduct of such Party.
The indemnified Party shall provide the indemnifying Party with prompt written notice of the assertion of any such claim. The
indemnifying Party shall control the defense of any indemnified claim with reasonably qualified counsel which it may select, provided
that the indemnified Party shall be entitled to participate in any such action or proceeding at its own expense with counsel of
its own choosing. The indemnifying Party shall not settle any claim that places any obligation or liability on the indemnified
Party or prejudices the rights of the indemnified party without the prior written consent of the indemnified Party, which consent
shall not be unreasonably withheld or delayed.



 






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		12.	Insurance.
Operator shall maintain at all applicable times during the Term Commercial General Liability
Insurance and Worker’s Compensation and Employers’ Liability coverage at the statutory limits.



 


		13.	Limitation
of Liability. IN NO EVENT WILL CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, PROFITS,
USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT, EVEN IF CUSTOMER
HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL CUSTOMER’S LIABILITY TO OPERATOR FOR ANY
AND ALL ACTIONS, CAUSES OF ACTIONS, AND/OR DAMAGES RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEED, IN THE AGGREGATE,
THE UNDISPUTED AMOUNTS DUE AND OWING TO OPERATOR HEREUNDER.



 


		14.	Ownership



 


		14.1	Operator
Property. Nothing contained in this Agreement or any prior agreement between the Parties shall
be construed as transferring any of the IP Rights in Touchpoint Software or Touchpoint Solution to Customer or any of its Users
or Subscribers. Any and all IP Rights that may exist in Touchpoint Software (including workarounds, bug-fixes, update and upgrade
versions, enhancements and adaptations made thereto) and or Further Developments shall be and remain being in the exclusive ownership
of Operator, and Customer will not acquire any of such rights but will be entitled to use Touchpoint Software under the Agreement
in accordance with the terms and conditions set forth in this Agreement. All copies of Touchpoint Software and supporting documentation
in Customer’s possession shall remain the exclusive property of Operator and shall be deemed to be on loan to Customer during
the term of this Agreement.



 


		14.2	Customer
Property. Operator agrees and acknowledges that Customer solely and exclusively owns and will
continue to own all right, title and interest in and to the Customer Content and all Customer’s Confidential Information,
and all data collected from users of the Customer App and the Customer website, if any, in any and all media now known or hereafter
developed, and all IP Rights inherent therein or appurtenant thereto (collectively, the Customer Property).
Nothing in this Agreement shall be deemed to convey or transfer to Operator any ownership rights in or to the Customer Property,
and Customer hereby reserves all such rights exclusively for itself. Operator agrees and acknowledges that Customer solely and
exclusively owns and will continue to own all right, title and interest in and to registration and usage data resulting from Subscribers
registering to use and using the Customer App (collectively, the Subscriber Data). Operator will ensure that the technology used
in the collection of all Subscriber Data will comply with all terms and conditions of Apple, Android and Customer privacy policies,
as applicable.



 


		15.	Term;
Termination



 


		15.1	Term.
This Agreement shall become binding upon its due execution and shall remain in force for a minimum
(the Minimum Term) of one year. This Agreement shall be automatically renewed for successive one-year periods unless either Party
notifies the other Party of its intent not to new at least 60 days prior to the then-scheduled expiration of the Term.



 






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		15.2	Termination.
Either Party may terminate this Agreement in the event the other Party material breaches this
Agreement and such breach continues for thirty (30) days after written notice of such breach is provided to the breaching Party.
Either Party may terminate this Agreement immediately upon written notice to the other Party in the event the other Party (i)
ceases doing business; (ii) becomes insolvent; (iii) files for voluntary or involuntary bankruptcy.



 


		15.3	Conduct
Upon Termination



 


		i.	In
the event of termination of this Agreement in accordance with the provisions hereof or by operation of law, the following shall
apply:



 


		a.	Each
                                         Party shall return or destroy (at the disclosing party’s option) all proprietary
                                         information, Documentation, materials and other Confidential Information disclosed to
                                         it by the other Party within thirty (30) days after the termination of this Agreement;
                                         and
	 	 	 
		b.	All
                                         rights granted to Agreement either Party hereunder shall automatically and immediately
                                         terminate;



 


		ii.	Termination
                                         of this Agreement shall not affect the accrued rights and claims of any Party prior to
                                         termination of this Agreement. 



 


		16.	General
Provisions



 


		16.1	Force
Majeure. Neither Party shall be responsible or liable for damages caused by a delay or failure
in its performance under this Agreement or any provision hereof, or by delay or failure which causes cancellation of this Agreement,
if such delay or failure is due to a cause beyond its reasonable control, such as, but not limited, to the following: fires; strikes;
war or acts of war; acts of mobs or rioters; acts of public authorities; delay or defaults caused by public carriers; or earthquakes,
storms, floods, or other acts of God; provided, however, that the Party seeking release shall give prompt written notice to the
other Party of any actual or anticipated delay, take reasonable steps to minimize the delay and overcome its effects, and promptly
resume performance when the cause of delay is removed.



 


		16.2	Governing
Law; Venue. This Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of New York without giving effect to its conflict of laws principles. The parties consent to the exclusive jurisdiction
and venue of the federal or state courts located in the State of New York, County of New York for any dispute or action arising
out of or relating to this Agreement and hereby waive any objection to the laying of venue of any such action, suit or proceeding
in any such courts. The prevailing party in any dispute regarding this Agreement shall be entitled to an award of its attorneys’
fees and costs.



 


		16.3	Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient
(i) upon receipt, when delivered personally or by courier, (ii) the next business day after sent, when sent by overnight delivery
service, or (iii) three (3) business days after being deposited in the U.S. mail as certified or registered mail, return receipt
requested, with postage prepaid, if in each instance such notice is addressed to the party to be notified at such party’s
address as set forth below or as subsequently modified by written notice. Such communications must be sent to the respective parties
at the following addresses:



 






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To
Operator:


 


Mark
White


Touchpoint
Group Holdings Inc.


4300
Biscayne Boulevard, Suite 203


Miami,
FL, 33137


 


Mark@touchpointgh.com


 


To
Customer:


 


Casey
Martin


 


Casey
Loves Fitness LLC :


 


6250
Hollywood Blvd., unit 11D


 


Los
Angeles, CA 90028


 


		16.3	Modification.
No amendments, modifications, or waivers to this Agreement shall be valid unless in writing
and signed by the Parties to the Agreement.



 


		16.4	Assignment.
No assignment shall be permitted absent the written approval of the Parties, such approval not
to be unreasonably withheld. This Agreement shall be binding upon the successors in interest and assigns of the Parties.



 






    12


     


    

 


		16.5	No
Waivers. The waiver by any Party or the failure by any Party to claim a breach or default of
any of the provisions of this Agreement shall not constitute a waiver of any subsequent breach whether of a similar or dissimilar
nature, nor shall any delay or omission on the part of any Party to exercise any right that it has under this Agreement operate
as a waiver of such right.



 


		16.6	Relationship
Between the Parties; No Third-Party Beneficiaries. In all matters relating to this Agreement,
the Parties shall act as independent contractors. The Parties do not intend, and nothing in this Agreement shall be construed
as to create a partnership, principal/agent, or joint venture relationship between the Parties. Except as may be otherwise expressly
permitted hereunder, neither Party will represent that it has any authority to assume or create any obligation, express or implied,
on behalf of the other Party, or to represent the other Party as agent, employee, or in any other capacity. Nothing in this Agreement,
whether express or implied, is intended to and shall not be construed to confer upon or create in any third-party any rights or
remedies under or by reason of this Agreement, including without limitation, any right to enforce this Agreement. Nothing in this
Agreement is intended to relieve or discharge the obligation or liability of any third persons or entities to any Party to this
Agreement.



 


		16.7	Severability.
If any term or provision of this Agreement shall be held to be invalid or illegal, such term
or provision shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement. The Parties
agree to use their reasonable efforts to replace any invalid or illegal provision with a valid provision that most closely approximates
the intent and economic effect of the invalid or illegal provision.



 


		16.8	Headings.
The section headings of this Agreement have been inserted for convenience only and shall not
be considered in construing or interpreting any provision of this Agreement.



 


		16.9	Counterparts.
This Agreement may be executed in two or more counterparts and by facsimile or electronic mail,
each of which shall constitute an original, but all of which shall constitute one instrument.



 


		16.10	Survival.
Notwithstanding anything to the contrary in this Agreement, the Parties agree that upon expiration
or termination of this Agreement for any reason, the following Sections shall survive such termination or expiration in accordance
with their respective terms: Sections 9, 10, 11, 13, 14, 15.3 and 16.



 


		16.11	Entire
Agreement. This Agreement and the Annexes attached hereto constitute the entire agreement between
the Parties and supersede all previous agreements on this matter. There are no other written or oral agreements, representations,
or understandings with respect to the subject matter of this Agreement.



 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers duly authorized as of the
Effective Date above.


 


(signatues
following page)


 






    13


     


    

 


	Touchpoint
    Connect Limited	 	Casey
    Loves Fitness LLC
	 	 	 
	/s/
Mark White
	 	/s/
    Casey Martin
	Mark
    White CEO	 	Casey
Martin

	 	 	 
	Address:

        Touchpoint
Group Holdings Inc.

        4300
Biscayne Boulevard, Suite 203

        Miami,
FL, 33137
	 	Address:

        Casey
Loves Fitness LLC:

        6250
Hollywood Blvd., unit 11D

        Los
Angeles, CA 90028

	 	 	 
	Email 
Mark@touchpointgh.com
	 	Email: Caseylovesfitness@gmail.com





 






    14


     


    

 


Annex
1


 


Description
of Touchpoint Software:


 


Touchpoint
is a Fan engagment platform. Bringing the user closer than ever to their favorite influencers, celebrities, musicians, sport personalities,
sport leagues and more. 


 


The
Touchpoint platform has the following functionality;


 


Touchpoint
framework which includes:


 


Experience/
Giveaways. Administrator has the option to run a daily, weekly or monthly Giveaway allowing their subscribers to enter to win.
The winner is randomly selected by the computer. Entries will not require an email to win, since the user must be a subscriber
in order to enter.


 


Commerce
store, Administrator can sell product and merchandise within the App.


 


Content
portal blog & video. Administrator can upload video or image content.


 


App
will be re-branding to the Customers requirement, in line with Customers branding guidelines.


 


Administration
panel. Content Management System (CMS) administrator platform allows (Customer) to upload, edit and run managed content for their
App


 


Data
Analytics. Database provides insights tools on number of users entered of Giveaways, Experiences and commerce Customer Resource
Management (CRM) backened


 


Live
Stream. Customer can go live to its users as long as they are subscribers of the App.


 


The
Touchpoint Platform will operate on:


 


IOS
Versions 13.0.2, as may be updated from time to time


 


Android
Versions 9, as may be updated from time to time


 




    A-1-1


     


    

 


Annex
2 


 


Technical
Support


 


		1.	Customer
                                         shall provide full technical support at all times in respect of any fault or problem
                                         arising from or relating to Operators products or services including the Software for
                                         whatsoever reason on a twenty-four (24) hours a day, seven (7) days a week and three-hundred
                                         and sixty-five (365) days a year-round the clock basis (“Full Technical Support”)



 


		2.	Operator
                                         shall provide Full Technical Support via telephone and/or email for matters relating
                                         to Emergency Situation and Critical Problem.



 


		3.	Operator
                                         shall provide a report promptly to support and follow up on matters relating to emergency
                                         and critical faults including the non-critical problem until the fault or problem has
                                         been fully resolved by the Operator.



 


		4.	Operator
                                         shall provide a database that captures all historical faults that was reported by Customer
                                         during the Interim Period or the entire duration of the agreement covering on the following
                                         aspects:



 


		(a)	“Emergency
Situation” - Loss of system functionality or throughput such as loss of billing functionality or primary services including
provisioning of service.



 


		(b)	“Critical
                                         Problem” – Reduction of system throughput which is meant by one or more
                                         traffic computers down or anomalies related to services including provisioning of service.



 


		(c)	“Non-Critical
                                         Problem” - Operational problem caused by any fault that occurs occasionally
                                         or periodically but have little or no effect on the traffic and provisioning services.



 


 


A-2-1