Exhibit
10.1


 


COPYRIGHT
LICENSE AGREEMENT (AFTERBURNER DATING SYSTEM)


 


This
Copyright License Agreement (the “Agreement”) is entered into as of August 25 , 2017 (the “Effective
Date”) by and between Adam Watson, an individual (the “Licensor”), and Celebiddy Inc (the “Licensee,”
and together with Licensor, each a “Party” and collectively the “Parties”). RECITALS WHEREAS, the Licensor
(i) has valuably created intellectual property and a creative work of authorship, (ii) WHEREAS, the Licensor (i) has not registered
or (ii) applied for the registration of the software more particularly described as follows : “Afterburner Dating System”
(the “AFTERBURNER DATING SYSTEM”); and WHEREAS, the Licensor owns all rights in and to the AFTERBURNER DATING SYSTEM
and retains all rights to the AFTERBURNER DATING SYSTEM that are not transferred herein, and retains all common law copyrights
and all federal copyrights that have been, or that may be granted by the Library of Congress; and retains all rights to any code,
patents, trademarks, and trade secrets. WHEREAS, the Licensor has the right to license others to produce, copy, make, or sell
the AFTERBURNER DATING SYSTEM; WHEREAS, the Licensee wants to obtain, and the Licensor has agreed to grant, a license authorizing
the use of the AFTERBURNER DATING SYSTEM by the Licensee subject to the terms and conditions of this Agreement; and WHEREAS, each
Party is duly authorized and capable of entering into this Agreement. WHEREAS, the Licensee has agreed to make a payment of 10%
of the net profits, in exchange for this license, said net profits defined as gross earnings less reasonable expenses.


 


NOW
THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.
GRANT OF LICENSE. Effective as of the Effective Date and subject to the terms and conditions of this Agreement, the Licensor hereby
grants to the Licensee, and the Licensee hereby accepts, an exclusive, non-transferable license to exercise the rights in the
AFTERBURNER Copyright License Agreement (AFTERBURNER DATING SYSTEM) to Date Kickstarter DATING SYSTEM, in any and all media (including
but not limited to electronic, print, video, and any other technology now known or that may be developed in the future).


 


The
Licensor can sell copies of the AFTERBURNER DATING SYSTEM. The Licensor can not make a web-based implementation of the AFTERBURNER
DATING SYSTEM or give permission for a third party to do so.


 


2.
NO ASSIGNMENT OR TRANSFER. The Licensor hereby acknowledges and agrees that the rights licensed in this Agreement constitute or
shall be construed to be an assignment or exclusive license of any or all of the Licensor’s rights in the AFTERBURNER DATING
SYSTEM.


 


The
Licensor retains ownership of the copyright in the AFTERBURNER DATING SYSTEM, and all rights not expressly granted in this Agreement.








 


3.
CONSIDERATION. As consideration for the assignment of the Authored Works and the Licensor’s representations and warranties,
Licensee has agreed to make a payment of 10% of the net profits. Net sales means sales after expenses paid including payroll for
company employees, marketing (Web, Radio, TV, Social Media), Legal Fee’s, Taxes, any other relevant costs. Returns and refunds
are not a part of net sales.




 


The
Licensee agrees to pay the Licensor $1500 US in advance. This must be paid within 30 days of the Licensor installing the AFTERBURNER
DATING SYSTEM and getting it working reasonably well. The Licensee does not pay again until the royalties add up to more than
the advance amount.


 


The
Licensee must pay the royalties once a month by wire transfer or another method that both parties agree to.


 


The
Licensee must pay the royalties for sales within 60 days from the end of the month the sale was made in.


 


The
Licensor must give written approval for changes to what is considered net sales and what expenses are included in the calculation.


 


The
Licensor has the right to hire a third party to audit the Licensee to ensure its payments are correct. The Licensee agrees to
cooperate with the auditors.


 


The
Licensor will give the Licensee 10,000 shares of stock in the company where the Licensor is using the AFTERBURNER DATING SYSTEM.
This must be done before November 1, 2017.


 


4.
DELIVERY OF AFTERBURNER DATING SYSTEM. The Licensor will provide the AFTERBURNER DATING SYSTEM from which the Licensee can use
it for the purposes described herein.


 


5.
OWNERSHIP AND USE OF AFTERBURNER DATING SYSTEM. (a) Ownership of AFTERBURNER DATING SYSTEM. The Licensee hereby acknowledges that
the Licensor is the owner of the AFTERBURNER DATING SYSTEM and of all associated federal registrations and pending registrations
, and the Licensee shall do nothing inconsistent with such ownership. The Licensee further agrees that it will not claim ownership
rights to the AFTERBURNER DATING SYSTEM, or any derivative, compilation, sequel or series, or related work owned by or used by
the Licensor. The Licensee agrees that nothing in this Agreement shall give the Licensee any right, title, or interest in the
AFTERBURNER DATING SYSTEM other than the right to use the same in accordance with this Agreement. (b) Validity of Registrations.
The Licensee hereby admits the validity of all copyrights for the AFTERBURNER DATING SYSTEM and all associated registrations and
acknowledges that any and all rights that might be acquired by the Licensee because of its use of the AFTERBURNER DATING SYSTEM
shall inure to the sole benefit of the Licensor; provided, however, that this subsection (b) shall not entitle the Licensor to
all or any portion of the profits or revenues from the Licensee’s permitted uses hereunder, except for the fees described
in Section 6 above. Copyright License Agreement (AFTERBURNER DATING SYSTEM) 3 (c) Limitation on Licensee’s Actions. The
Licensee agrees that it will not do anything inconsistent with the Licensor’s ownership of the AFTERBURNER DATING SYSTEM,
and will not claim adversely to the Licensor, or assist any third party in attempting to claim adversely to the Licensor, with
regards to such ownership. The Licensee further agrees that it will not challenge the Licensor’s title to the AFTERBURNER
DATING SYSTEM, oppose any registration or re-registrations thereof, or challenge the validity of this Agreement or the grants
provided herein or hereunder.


 






     


     


    

 


6. 
REPRESENTATIONS AND WARRANTIES. (a) The Parties each represent and warrant as follows: A. Each Party has full power, authority,
and right to perform its obligations under the Agreement. B. This Agreement is a legal, valid, and binding obligation of each
Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or
similar laws affecting creditors’ rights generally and equitable remedies). C. Entering into this Agreement will not violate
the charter or bylaws of either Party or any AFTERBURNER DATING SYSTEM contract to which that Party is also a party. (b) The Licensor
hereby represents and warrants as follows: A. It is the sole owner of all right, title, and interest in and to the AFTERBURNER
DATING SYSTEM; B. It has the right to grant permission for use of the AFTERBURNER DATING SYSTEM as specified in this Agreement;
C. the AFTERBURNER DATING SYSTEM is original, is not in the public domain, and does not contain anything that is obscene; D. It
has not assigned, transferred, exclusively licensed, pledged, or otherwise encumbered the AFTERBURNER DATING SYSTEM or agreed
to do so; E. E. The AFTERBURNER DATING SYSTEM code is either written by the Licensor or is used with the permission of its authors.


 


;
Copyright License Agreement (AFTERBURNER DATING SYSTEM) 4 F. It is not aware of any third-party consents, assignments, or licenses
that are necessary to perform under this Agreement; and G. It was not acting within the scope of employment of any third party
when conceiving, creating, or otherwise performing any activity with respect to the AFTERBURNER DATING SYSTEM purportedly licensed
in Section 1.


 


7. 
DOCUMENTATION. a. Recordation of Agreement. The Licensor will, as soon as is reasonably possible following a request from the
Licensee, provide the Licensee with a complete copy of all documentation (in any format) relating to the AFTERBURNER DATING SYSTEM
for the Licensee’s own use, to meet record-keeping requirements of the Licensee, or to allow the Licensee to exercise its
rights granted pursuant to this Agreement. The Licensor will also, on request: i. execute and deliver, or cause to be executed
and delivered, to the Licensee any additional papers, including any separate licenses of the AFTERBURNER DATING SYSTEM, reasonably
necessary to record the license in the United States [and throughout the world]; and ii. generally do all other lawful acts reasonable
and necessary to record the Agreement in the United States [and throughout the world]. b. Licensee Assistance in Maintaining Work.
The Licensee shall on request give to the Licensor or its authorized representatives any information as to its use of the AFTERBURNER
DATING SYSTEM, any Collective Work, or any Derivative Work that the Licensor may reasonably require and will render any (non-monetary)
assistance reasonably required by the Licensor in maintaining the AFTERBURNER DATING SYSTEM or any registrations thereof.


 






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8. 
Indemnify. The Licensor will indemnify the Licensee against and hold it harmless from: 5 encumbrance, or other obligation to which
the Licensor is a party or of which it has knowledge; (c) any claim relating to any past, present, or future use, licensing, sublicensing,
distribution, marketing, disclosure, or commercialization of the AFTERBURNER DATING SYSTEM by the Licensor; and (d) any litigation,
arbitration, judgments, awards, attorneys’ fees, liabilities, settlements, damages, losses, and expenses relating to or
arising from (a), (b), or (c) above. The Licensee is not responsible if a third party takes legal action against the Licensor.
However, the Licensor is not responsible if a third party takes legal action against the Licensee regarding the Licensee’s
use of the AFTERBURNER DATING SYSTEM to interact with an online dating service.


 


9.
Licensee Responsibilities




 


The
Licensee must spend at least $2000 US per month on average during the 12 month period starting at the Effective Date after a month
when the website goes live. This $2000 must be directly used to operate and grow the business related to the AFTERBURNER DATING
SYSTEM.


 


10. 
NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement,
regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to
demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance
of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance
of the same or any other obligation.


 


However,
if the Licensee pays the Licensor less than $1000 US per month on average during any 8 month period which starts after November
12, 2017, this license will no longer be exclusive.


 


The
Licensor must give 30 days notice in writing, during which time the Licensee can pay the outstanding amount and keep the license
exclusive.


 






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11. 
NO AGENCY RELATIONSHIP. This Agreement creates a licensor- licensee relationship between the Parties. Nothing in this Agreement
shall be construed to establish a joint venture, agency, or partnership relationship between the Parties.


 


However,
if the Licensee pays the Licensor less than $1000 US per month on average during any 8 month period which starts after November
12, 2017, this license will no longer be exclusive.


  


13.
GOVERNING LAW. This Agreement shall be governed by the laws of the state of California. In the event that litigation results from
or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable
attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing Party may be entitled.


 


14.
COUNTERPARTS/ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.


 


15.
SEVERABILITY. Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provisions had never been contained herein.


 


16.
ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with
respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings,
both written and oral, between the Parties.


  


17.
HEADINGS. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
[SIGNATURE PAGE FOLLOWS] Copyright License Agreement (AFTERBURNER DATING SYSTEM) 7 IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


  


	LICENSOR
	 	 	 	 
	ADAM
    WATSON:	/s/
    Adam Watson	 	Date:	August
    25, 2017
	 	Signature	 	 	 


 






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	 	DocuSigned
    by:	 	 	 
	LICENSOR
	 	 	 	 
	Celebiddy
    Inc:  	/s/
    John Malek	 	Date:	8/25/2017
	 	Signature	 	 	 


  


Copyright
License Agreement (AFTERBURNER DATING SYSTEM)


  



     


     


    

 





CONFIDENTIALITY
ADDENDUM


  


CONFIDENTIALITY
AND NON-DISCLOSURE ADDENDUM TO COPYRIGHT LICENSE


AGREEMENT
DATED August 23, 2017 (“the Agreement”)


 


Pursuant
to the Agreement, Adam Watson, an individual (“Disclosing Party” or “Licensor”) has licensed to Celebiddy,
Inc., a Delaware Corporation (“Receiving Party” or “Celebiddy”) (altogether the ” Parties”),
certain intellectual property rights of and relating to Licensor’s Afterburner Dating System (“ADS”).


 


The
licensing arrangement between Disclosing Party and Receiving Party will, once the Parties have executed this document, consist
of the Agreement and this Addendum. This Addendum will, upon its signature by the parties, be deemed to form an integral part
of the Agreement and references below to “the Agreement” shall, unless the context otherwise requires, be interpreted
accordingly. Therefore, words and phrases defined in the Agreement shall have the same meanings in this Addendum unless they
are otherwise defined in this Addendum.


 


Licensor
and Celebiddy agree to the following additions and amendments to the Agreement:


 


WHEREAS,
each party is desirous of protecting and preventing disclosure of certain confidential information of and relating to transmission
of the ADS, its underlying systems, processes, components, trade secrets and other sensitive material of and relating to the ADS
(altogether the “Confidential Materials”); AND


 


WHERAS,
the Parties hereto desire to amend the Agreement so as to prevent unauthorized disclosure of or relating to the Confidential Materials;


 


NOW,
THEREFORE, in consideration of the foregoing and the promises and agreements herein set forth, the Parties agree to amend
the Agreement so as to include the following confidentiality and non-disclosure items as further detailed and provided below:


 


Confidentiality
and Non-Disclosure Addendum


 


	1.	APPLICABLE
                                         LAW



 


		1.1.	This
                                         Agreement shall be governed by the laws of the State of Delaware, without regard to United
                                         State’s conflict of laws principles; provided, however, that the determination
                                         of whether any Confidential Information (as such term is defined below) qualifies as
                                         a trade secret shall be made solely by reference to the law of the jurisdiction in which
                                         such Confidential Information is maintained by the Disclosing Party and not by reference
                                         to the laws of the State of Delaware.



 


	2.	DEFINITIONS



 


		2.1.	For
                                         the purposes of this Agreement, the term, “Confidential Information,” shall
                                         mean confidential and/or proprietary information under the ownership or control of one
                                         of the parties. The term, “Confidential Information,” expressly excludes
                                         information that:



 


		2.1.1.	was
                                         in the public domain at the time it was disclosed or falls within the public domain,
                                         except through a breach of this Agreement; or



 


		2.1.2.	is
                                         or becomes known by the Receiving Party or any of its associated companies from a source
                                         other than the Disclosing Party without breach of this Agreement by the Receiving Party;
                                         or



 


		2.1.3.	was
                                         furnished to a third party by the Disclosing Party without restrictions on the third
                                         party’s rights similar to those contained in this Agreement; or



 


		2.1.4.	to
                                         the extent that such disclosure shall be required by law by the Receiving Party, but
                                         only after the Disclosing Party has been notified in writing by the Receiving Party and
                                         has been provided a reasonable opportunity to take appropriate action to protect its legal
interest in the Confidential Information.



 






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CONFIDENTIALITY
ADDENDUM


  


		2.2.	If
                                         only a portion of any Confidential Information falls within any one of the exceptions
                                         listed above, the remainder of such Confidential Information shall continue to be subject
                                         to this Agreement.
	 	 	 
		2.3.	For
                                         the purposes of this Agreement, the term, “Disclosing Party,” shall mean
                                         the party owning or controlling Confidential Information and making such Confidential
                                         Information available to the other party.
	 	 	 
		2.4.	For
                                         the purposes of this Agreement, the term, “Receiving Party,” shall mean
                                         the party who receives Confidential Information from the Disclosing Party.



 


	3.	LIMITATION
                                         ON USE OF CONFIDENTIAL INFORMATION



 


		3.1.	The
                                         parties agree that, as between them, the asserted Confidential Information disclosed
                                         under this Agreement as it relates to Confidential Information disclosed by Licensor,
                                         derives independent economic value, actual or potential, from not being generally known
                                         to, and not being readily ascertainable through proper means by other persons who can
                                         obtain economic value from its disclosure or use.



 


		3.2.	All
                                         rights, title, and interest in Confidential Information disclosed pursuant to this Agreement
                                         are reserved by the Disclosing Party, and the Receiving Party will not use such Confidential
                                         Information disclosed to it by the Disclosing Party to benefit itself or others, except
                                         for the limited purposes for which the Confidential Information is disclosed within the
                                         context of this Agreement. The Receiving Party will not disclose such Confidential Information
                                         to any third party unless and until expressly authorized in writing to do so by the Disclosing
                                         Party.



 


	4.	PROTECTION
                                         OF CONFIDENTIAL INFORMATION



 


		4.1.	The
                                         Receiving Party shall exercise at least the same standard of care to prevent the disclosure
                                         or misuse of the Confidential Information as it exercises to prevent the disclosure or
                                         misuse of its own Confidential Information, but in no event shall the Receiving Party
                                         exercise less than reasonable care [for example, the Receiving Party could ensure data
                                         are protected by locking spreadsheets with a password]. The Receiving Party shall limit
                                         dissemination of such Confidential Information to those persons within its organization
                                         who have a need to know such information to fulfill the purpose of this Agreement and
                                         who agree to be subject to the restrictions of this Agreement. Both parties agree not
                                         to disclose the fact or content of any negotiations between them to third parties (other
                                         than outside counsel) without the written consent of the other party.



 


		4.2.	The
                                         Receiving Party shall aggregate all data disclosed, and emissions estimates will be aggregated
                                         with other data provided for the source category. Specific activity data for the Disclosing
                                         Party will not be presented or published in the National Inventory, and only the aggregated
                                         emissions estimates will be presented.



 


	5.	TERM
                                         OF AGREEMENT



 


	 	 	The
    respective obligations of the parties relating to limitations on the use and/or disclosure of Confidential Information under
    this Agreement shall survive termination of this Agreement.



 





	6.	RETURN
                                         OF CONFIDENTIAL INFORMATION



 


		6.1.	All
                                         Confidential Information and copies thereof shall be returned to the Disclosing Party
                                         at the time this Agreement expires, or earlier at the initiation of the Receiving Party
                                         or upon the Receiving Party’s receipt of a written request from the Disclosing
                                         Party for the return of such Confidential Information.



 






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CONFIDENTIALITY
ADDENDUM


  


		6.2.	The
                                         Receiving Party may retain one (I) copy of such Confidential Information for its legal
                                         archives, subject to the ongoing restrictions on the use and/or disclosure of the Confidential
                                         Information.



 


	7.	SPECIFIC
                                         PERSONS TO RECEIVE INFORMATION



 


		7.1.	The
                                         following persons are designated as the respective parties’ team leaders to receive
                                         and/or disclose the Confidential Information exchanged pursuant to this Agreement:
	 	 	 
	 	 	For
                                         Disclosing Party: Adam Watson
	 	 	For
                                         Receiving Party: Mary Malek or John Malek



 





	8.	MARKING
                                         OF CONFIDENTIAL INFORMATION



 


		8.1.	Confidential
                                         Information developed or disclosed by either party under this Agreement shall be clearly
                                         labeled and identified as Confidential Information by the Disclosing Party at the time
                                         of disclosure. When written identification of Confidential Information is not feasible
                                         at the time of such disclosure, the Disclosing Party shall provide such identification
                                         in writing promptly thereafter.



 






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CONFIDENTIALITY
ADDENDUM


 


	9.	RELATIONSHIP
                                         OF THE PARTIES



 


		9.1.	The
                                         parties are independent contractors. This Agreement does not create a partnership, joint
                                         venture, agency or other similar relationship between the parties. Neither party is
                                         authorized solely by means of this Agreement to make any representation, contract or
                                         commitment on behalf of the other party, or to otherwise bind the other party in any
                                         respect whatsoever.



 


	10.	ENTIRE
                                         AGREEMENT



 


		10.1.	Both
                                         parties acknowledge that they have read this Agreement, understand it, and agree to be
                                         bound by its terms, and further agree that it is the entire agreement between
                                         parties hereto which supersedes all prior agreements, written or oral, relating to the
                                         subject matter hereof. No modification or waiver of any provision shall be binding unless
                                         in writing signed by the party against whom such modification or waiver is sought to
                                         be enforced.



 


NOW
THEREFORE, the parties hereto have caused this Agreement to be duly executed in their names by officials who are duly authorized
as of the effective date set forth above.


 


	FOR:
    DISCLOSING PARTY	 	FOR:
    RECEIVING PARTY
	 	 	 
	/s/
    Adam Watson	 	/s/
    John Malek
	SIGNATURE	 	SIGNATURE

	 	 	 
	 	 	 
	Adam
    Watson	 	Mary
    Malek, CEO
	 	 	Celebiddy,
    Inc.
	 	 	 
	August
    25, 2017	 	8/25/2017
	DATE	 	DATE


 


 


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