Exhibit 10.11


 


SERVICE AGREEMENT


 


This Service Agreement (“Agreement”)
is made as November 1 2011. between Alliance Acquisitions, Inc., a Nevada Corporation (“Alliance”
or “Service Pro rider”), whose office is located at 3545 Motor Ave. 3rd Floor, Los Angeles,
CA 90034, and WOWIO, Inc., a Texas Corporation (“WOWIO”), whose address is 3545
Motor Ave. 3rd Floor, Los Angeles, CA 90034. (collectively referred to as the “Parties”), with respect to the
following:


 


RECITALS


 


WHEREAS Alliance is in the
business of providing to companies various business support services, as described herein (“Services”); and


 


WHEREAS Alliance has commenced
providing such Services to WOWIO as of July 1, 2010, consideration for which is herein described; and


 


WHEREAS Alliance has reduced
the amount of support per month for such Services, namely the support of certain management personnel;


 


THEREFORE, both Parties
have determined it is in the best interests of the Parties that the monthly fee provided by WOWIO to
Alliance as of November 1, 2011, be reduced from the current rate of $40,000 to $5,000, payable as described in the terms
of this agreement.


 


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


 


AGREEMENT


 


1. Services
and Responsibilities of Alliance. With respect to its role
as Service Provider, and with the aim of achieving WOWIO’s Goals by assisting WOWIO in their
day-to-day business activities, on an as-needed basis. Alliance shall provide general business support services (the “Services”),
which may include. but are not limited to. the following: providing administrative level support, general office support (mail,
shipping. correspondence, etc.). handling investor relations/relationships (stock certificates, IR questions, brokerage relationships).


 


2. Limitations
on Services and Responsibilities of Alliance. The provision of Services are limited in duration
and scope by the terms of this agreement.


 


3. Compensation
for Services. As consideration for the Services Alliance is providing for WOWIO under this Agreement.
WOWIO shall pay Alliance the amount of $5,000 per month (“Payment”) for each month during
the Term of this Agreement.


 


4. Ownership
and Use of Documents. All documents, agreements, offering memorandums, and other products of Alliance’s work on
behalf of WOWIO under this Agreement are, and shall remain, the property of WOWIO.
WOWIO shall have the absolute discretion to reuse said materials, and other work produced for WOWIO by Alliance
for any use desired by WOWIO. Notwithstanding this provision, or any other provision in this Agreement, the Parties
agree that due to the nature of Alliance’s business, Alliance shall retain the right to use for
any other business purpose materials similar in nature and design to the materials it has produced for WOWIO.


 



    	 



    	 



    


  


5. Term and Termination of Agreement.


 


(a) Term.
This Agreement and the duties of the Parties described herein shall be deemed to have begun as of July 1. 2010 and amended herein
November 1, 2011. This Agreement, and the duties of the Parties described herein shall continue on a monthly basis, unless terminated
under the terms of this Agreement.


 


(b) Termination.
This may be terminated by either of the Parties, at any time upon written notice to the other Party.


 


(c) Extension
of Term. The Term of this Agreement may be extended by written agreement between the Parties at any time prior to the term
of the agreement.


 


(d) Payment
on Termination. In the event of termination by either Party, Alliance shall be compensated for any Payment
then due.


 


6. Independent
Contractor. Alliance is an independent contractor in the performance of the Services. Nothing in this Agreement is
intended, or shall be construed, to render Alliance the employee, agent, or partner of, or creating a joint venture
with WOWIO or to constitute the exercise by WOWIO of control or direction over the manner or method
by which Alliance performs the Services which are the subject of this Agreement. Except as otherwise provided herein,
the Services will be performed by Alliance with little, or no direct supervision from WOWIO. Neither
party is granted any express or implied right or authority by the other party to assume or create any obligation or responsibility
on behalf of or in the name of either party. or to bind the other party in any manner or thing whatsoever. Alliance agrees
to pay any and all taxes and all other payments required to be made by the laws of the United States or of the state or country
in which the Alliance’s business is located, including, but not limited to, payments for unemployment insurance,
disability, social security and health insurance in respect of Alliance or any employee of Alliance.


 


7. Indemnification and Liability.
Other than for acts of intentional or willful misconduct. WOWIO and Alliance agree to indemnify and hold each other
harmless from and against any and all loss, cost, expense, claim, damage or liability arising from, in connection with or
pertaining to the breach of this Agreement by either party, or any other negligent act or omission pertaining to this Agreement.
The indemnity obligation herein shall survive the termination of this Agreement.


 


8. Assignment.
WOWIO and Alliance reserves the right to assign any of their respective rights, responsibilities, duties, interest in
and under this Agreement, and any money due or to become due under it voluntarily. involuntarily, or by operation of law, to
any other party each so may choose.


 



    	Page 2 of 4



    	 



    

 


9. Miscellaneous.


 


(a) Attorneys
Fees. In the event of any litigation concerning the rights or obligations of the Parties to this Agreement, the prevailing
party shall be entitled to recover actual attorneys’ fees and court costs.


 


(b) Successors
and Assigns. Subject to Section 9 hereof. WOWIO and Alliance. respectively, bind themselves, their successors,
assigns, and legal representatives to the other party to this Agreement and this Agreement shall inure to the benefit of WOWIO
and Alliance, respectively, and their successors. assigns, and legal representatives.


 


(c) Time.
Time is of the essence of each provision herein contained.


 


(d) Notices.
All notices required to be given hereunder shall be in writing and mailed postage prepaid by certified or registered mail. return
receipt requested, or by personal delivery to the address set forth above, or at such other place or places as Alliance or
WOWIO may, from time to time, designate in a written notice given to the other or by facsimile transmission at the
telephone number set forth below. In the case of mailing. Notices shall be deemed received three (3) days after the date of the
mailing.


 


(e) Waiver
of Conflict of Interest, No Legal Services, No Attorney/Client


Relationship.


 


(i) WOWIO and Alliance acknowledge
that each company’s interest may potentially be in conflict with those of the other company in connection with the in-house
counsel of Alliance providing legal services to both parties. Both parties expressly acknowledge that the concurrent representation
by Alliance’s in-house counsel of each party’s interests constitutes the representation of potentially conflicting
interests, to the extent that Alliance’s interests and those of WOWIO’s are potentially adverse. Each party expressly
acknowledges that it knowingly and voluntarily consents to such concurrent representation by Alliance’s in-house counsel.
Each party further acknowledges that it has been advised that it has the right to seek independent legal counsel in connection
with the advisability of waiving said conflict, and that it has had a reasonable opportunity to do so. Each party waives the right
to bring any claim, legal or otherwise, against the other, or against Alliance’s in-house counsel, regarding such conflict
of interest.


 


(f) Construction.
This agreement shall be construed in accordance with the laws of the state of California.


 


(g) Headings.
The headings of the clauses of this Agreement are solely for the purpose of convenience. They are not a part thereof, and shall
not be used in the construction of any provision.


 



    	Page 3 of 4



    	 



    

 


(h) Modification.
This Agreement may not be changed or modified, nor may any provision hereof be waived, except by an agreement in writing signed
by each of the parties hereof.


 


(g) Survival of Provisions.
If any provision of this Agreement is deemed by operation of law to be invalid, such determination shall have the effect of striking
solely the provision at issue, and the remainder of the provisions shall remain in effect, so as to serve the intention of the
Parties.


 


(i) Entire
Agreement. This Agreement represents the entire and integrated agreement between Alliance and Consultant and supersedes all
prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument
signed by both Owner and Consultant.


 


In Witness Thereof, the parties have executed
this Agreement as of the date and year first written.


 


	ALLIANCE
    ACQUISITIONS, INC.	WOWIO,
    INC.
	 	 	 	 
	By:	/s/ Brian
    Altounian	By:	/s/ Brian
    Altounian
	Name:	Brian Altounian	Name:	Brian Altounian
	Title:	CEO	Title:	CEO



 



    	Page 4 of 4