Exhibit 10.15


 





ACCESS AND SERVICES AGREEMENT


This ACCESS AND SERVICES AGREEMENT (the
“Agreement”), effective as of June 30, 2016 (the “Effective Date”), is by and between GREAT
COIN, INC., a Nevada corporation (“Provider”) and GX-LIFE GLOBAL, INC., a Nevada corporation (“Customer”).
Individually a "Party", and collectively the "Parties".


WHEREAS, the Parties had previously
entered into a “Software License and Services Agreement” dated February 17, 2016 (the “License Agreement”);


WHEREAS, the Parties mutually
desire to amend and restate the License Agreement in its entirety;


NOW, THEREFORE, in consideration
of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree that the License Agreement shall be amended and restated
in its entirety as follows:


 


	1.	Software Access and Services; Ownership and Exclusive Interests


 


	 	
        1.1

         

        

        
	
        Provider has developed GX-Coins, a cryptocurrency that functions
        as a store of value and medium of exchange, and the related online cryptocurrency platform (the “GX-Coin Trading Platform”).
        Customer seeks to allow its members to obtain GX-Coins and access the GX-Coin Trading Platform in connection with Customer’s
        direct-selling membership program, to the extent that such members open accounts with Provider in compliance with Provider’s
        policies and applicable law (the “Authorized Users”).

         



 





	 	1.2	
        During the term of this Agreement, Provider agrees to provide and
        supply the Customer and the Authorized Users with certain access and services relating to GX-Coins and the GX-Coin Trading Platform
        as specified in Schedule 1 (the "Services") in accordance with this Agreement.
 




 





	 	1.3	Customer hereby agrees on behalf of itself and its Authorized Users to accept the Services. Customer further agrees that, during the term of this Agreement, it shall not utilize any third party to provide such Services for such above-mentioned business without the prior written consent of Provider.


 


	 	1.4	Provider shall be the sole and exclusive owner of all rights, title, interests and intellectual property rights arising from the performance of this Agreement, including, but not limited to, any copyrights, patent, know-how, commercial secrets and otherwise, whether developed by Provider or Customer based on Provider's intellectual property.


 


	2.	Calculation and Payment of the Fees for Services


The Parties agree that payment for the Services rendered
under this Agreement shall be determined in accordance with Schedule 2 (the “Fees”).


 


	3.	Representations and Warranties


 


	 	3.1	Provider hereby represents and warrants as follows:


 


	 	3.1.1	Provider is a company duly registered and validly existing under the laws of the State of Nevada;


 






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	 	3.1.2	Provider has full right, power, authority and capacity and all consents and approvals of any other third party necessary to execute and perform this Agreement, which shall not be against any enforceable and effective applicable laws or contracts;


 


	 	3.1.3	This Agreement will constitute a legal, valid and binding agreement of Provider enforceable against it in accordance with its terms upon its execution.


 


	 	3.2	Customer hereby represents and warrants as follows:


 


	 	3.2.1	Customer is a company duly registered and validly existing under the laws of the State of Nevada.


 


	 	3.2.2	Customer has full right, power, authority and capacity and all consents and approvals of any other third party necessary to execute and perform this Agreement, which shall not be against any enforceable and effective applicable laws or contracts.


 


	 	3.2.3	Once the Agreement has been duly executed by the Parties, it will constitute a legal, valid and binding agreement of Customer enforceable against it in accordance with its terms upon its execution.


 


	4.	Confidentiality


 


	 	4.1	Customer agrees to use all reasonable means to protect and maintain the confidentiality of Provider's confidential data and information acknowledged or received by Customer by accepting the Services from Provider (collectively the "Confidential Information"). Customer shall not disclose or transfer any Confidential Information to any third party without Provider's prior written consent. Upon termination or expiration of this Agreement, Customer shall, at Provider's option, return all and any documents, information or software containing any of such Confidential Information to Provider or destroy it, delete all such Confidential Information from any memory devices, and cease to use them. Customer may furnish the Confidential Information to the employees, agents or professional consultants of Customer (the “Recipients”) for whom it is necessary to know such information to carry out the terms of this Agreement, provided that each such Recipient agrees to be bound by the confidential obligations hereunder.


 


	 	4.2	The limitation stipulated in Section 4.1 shall not apply to:


 


	 	4.2.1	the materials available to the public at the time of disclosure;


 


	 	4.2.2	the materials that become available to the public after the disclosure without fault of Customer;


 


	 	4.2.3	the materials Customer prove to have obtained the control thereof neither directly nor indirectly from any other party before the disclosure;


 


	 	4.2.4	the information that each Party is required by law to disclose to relevant government authorities, designated contract markets, stock exchange, or the above Confidential Information that is necessary to be disclosed directly to legal counsel and/or financial consultants in order to maintain its usual business.


 


 






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	 	4.3	Both Parties agree that this article shall survive the modification, elimination or termination of this Agreement.


 


	5.	Effective Date and Term


 


	 	5.1	This Agreement shall be effective as of the date first written above. The term of this Agreement is ten (10) years, unless earlier terminated as set forth in this Agreement or in accordance with the terms set forth in an agreement entered into by both Parties separately.


 


	 	5.2	This Agreement shall be automatically extended for another ten (10) years unless Provider provides written notice to Customer of termination of this Agreement at least three (3) months prior to the expiration of this Agreement.


 


	6.	Termination


 


	 	6.1	This Agreement shall expire on the date due unless this Agreement is extended as set forth in the relevant terms hereunder.


 


	 	6.2	Sections 4 and 7 shall survive the termination or expiration of this Agreement.


 


	7.	Settlement of Disputes


 


	 	7.1	The Parties shall strive to settle any dispute arising from the interpretation or performance in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation, each Party can submit such matter to JAMS in Orange County, California. The arbitration shall follow the then current rules of JAMS. The arbitration award shall be final and binding upon both Parties. This article shall not be influenced by the termination or elimination of this Agreement.


 


	 	7.2	Each Party shall continue to perform its obligations in good faith according to the provisions of this Agreement except for the matters in dispute.


 


	8.	Notices


Notices or other communications required to be given
by any Party pursuant to this Agreement shall be in writing and shall be deemed to be duly given when it is delivered personally
or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address
of the relevant Party or Parties.


 


	9.	Assignment


Neither Party may assign its rights or obligations
under this Agreement to any third party without the prior written consent of the other Party.


 


	10.	Severability


Any provision of this Agreement that is invalid or
unenforceable because of any inconsistency with relevant law shall be ineffective or unenforceable within such jurisdiction where
the relevant law governs, without affecting in any way the remaining provisions hereof. The Parties hereto shall endeavor in good
faith negotiations to replace the prohibited or unenforceable provisions with a valid provision, the economic effect of which comes
as close as possible to that of the prohibited or unenforceable provision.


 


 






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	11.	Amendment and Supplement


Any amendment and supplement of this Agreement shall
come into force only after a written agreement is signed by both Parties. The amendment and supplement duly executed by both Parties
shall be part of this Agreement and shall have the same legal effect as this Agreement.


This Agreement supersedes and replaces the (i) License
Agreement and (ii) the Subscription Agreement and Promissory Note, dated as of October 21, 2015, entered into by and between the
Parties prior to this Agreement with respect to Provider's provision of GX-Coins to Customer (collectively, the "Previous
Agreements"). In the event of any discrepancy between this Agreement and the Previous Agreements, this Agreement shall
prevail to the extent of the discrepant provisions.


 


	12.	Governing Law


The execution, validity, performance and interpretation
of this Agreement shall be governed by and construed in accordance with the laws of the State of California.


 


IN WITNESS WHEREOF, the Parties
hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first
written above.


PROVIDER: 


 


GREAT COIN, INC.


 


	 	 	 
	By:	 	 /s/ Michael R Dunn
	
        Name: Michael R Dunn

        Title: CFO/COO



 


CUSTOMER: 


 


GX-LIFE GLOBAL, INC.


 


	By:	 	Michael R Dunn
	
        Name: Michael R Dunn

        Title: COO

	 	 	 


 


 


 


 




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SCHEDULE 1


 


SERVICES 


Provider shall provide the following Services
to the Authorized Users, subject to such Authorized Users’ opening and maintaining accounts on the GX-Coin Trading Platform
in compliance with Provider’s policies and applicable law:


		1.	Upon receipt of a Conversion Notice from the Customer or an Authorized User, Provider shall issue to the applicable Authorized
User the specified amount of GX-Coins;



 


		2.	Maintenance of each Authorized User’s digital wallet and associated account on the GX-Coin Trading Platform;



 


		3.	Maintenance of the GX-Coin Trading Platform to allow for the use and trading of GX-Coins;



 


		4.	Ongoing development, update and upgrading of the application software and technology related to the functionality and usage
of Authorized Users’ digital wallets and the GX-Coin Trading Platform, in each case as determined from time to time in the
Provider’s sole discretion; and



 


		5.	Other reasonable technical services requested by Customer in order to maintain the viability of the digital wallet, GX-Coin
Trading Platform and the associated technology for use and trading of GX-Coins on the GX-Coin Trading Platform.



 


 


 


 


 


 


 


 


 


 




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SCHEDULE 2 


 


FEES


 


During the term of this Agreement, the following Fees are payable
to Provider for the Services rendered according to Schedule 1:


 


		1.	Upfront Fee. Upon execution of this Agreement, Customer shall pay an upfront fee to Provider in the amount of $350,000
USD (the “Upfront Fee”). The Parties understand and agree that Customer has previously paid the Upfront Fee in connection
with the Previous Agreements, and that such previous payment shall constitute full payment of the Upfront Fee.



 


		2.	Conversion Fee. Upon receipt of a Notice of Conversion from an Authorized User, Customer shall pay twenty percent (20%)
of the Conversion Amount (as defined in the Notice of Conversion) to Provider as a Conversion Fee for the first $4,000,000.00 worth
of GX-Coins converted. After the first $4,000,000.00 worth of GX-Coins are converted, Customer shall pay fifty percent (50%) of
the Conversion Amount (as defined in the Notice of Conversion) to Provider as a Conversion Fee. In each case, the Conversion Fee
shall be calculated without reference to any discounts, rewards or incentives offered by Customer that may apply to the Authorized
Users at the time a Notice of Conversion is received.



 


		3.	Transaction Fee(s): Once an Authorized User has a digital wallet populated with GX-Coins, they will be free to trade
or transfer the GX-Coins on the GX-Coin Trading Platform. Provider shall charge a per transaction fee of 1% on each trade executed
on the GX-Coin Trading Platform for trades made by Authorized Users as well as other users of the GX-Coin Trading Platform. The
Transaction Fee will be charged at the time of settlement of the requisite transaction(s).



 


 


 


 


 


 


 


 


 






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