LEVEL AGREEMENT

EXHIBIT 10.1

MOBETIZE USA Inc.

SOFTWARE APPLICATION LICENSE, CUSTOMIZATION DEVELOPMENT AND SERVICE

LEVEL AGREEMENT

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY

ASTERISKS HAS BEEN OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

This Software Application License, Customization Development and Service Level Agreement (the

“Agreement”) made as of December 15, 2016 (the “Effective Date”) between MOBETIZE USA, Inc.

(“MOBETIZE”), having an office at ▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ and Tata

Communications (America) Inc., a Delaware corporation with an office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,

▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇, and its Affiliates, (herein “ Tata Communications” or “Licensee) .

MOBETIZE and Licensee herein shall be referred collectively as the “Parties” and individually as a “Party”,

hereby agree as follows:

SCOPE

1.1

Licensee and MOBETIZE desire to enter into this Agreement to govern the provision of software by

MOBETIZE to Licensee in executable form regardless of the form of delivery or the media upon

which it is fixed as well as any related materials and documentation. The software to be supplied

(the “Software”) and the pricing schedule is set out in Schedule A and may be amended from time to

time by listing any additional software to be licensed to the Licensee by MOBETIZE on an amended

Schedule A signed by the parties.

This Agreement equally governs the Customization Development work (herein the “Customization”)

and the Software Module Development that might be required by Licensee from MOBETIZE, from

time to time in accordance with the terms contained in Schedule D. For each new Customization

and/or Software Module Development, requested by Licensee, a new Schedule D will be created

and added herein and shall be subject to all terms and conditions of this Agreement, except where it

conflicts with the Agreement, when then the terms contained in Schedule D shall prevail.

GRANT OF LICENSE OF MOBETIZE SOFTWARE

2.1

MOBETIZE grants Licensee and its Affiliates a nonexclusive, revocable worldwide, license to use

an executable copy of the software product listed on the attached Schedule A (the “Software”).

MOBETIZE shall deliver to Licensee one (1) set of the Software, in object code form, which shall

be installed at the location (Designated Location).

2.2

The Software shall be used by Licensee, only in connection with Licensee’s own internal mobile

money activities. Further MOBETIZE grants to Licensee the right to download, access, use, install,

and run the Software and Documentation for their respective business purposes (including for

providing managed, hosted, white label, time sharing, service bureau, or any combination of the

foregoing services to their respective customers), including, but not limited to, performing the

foregoing activities over the Internet or any other network (including using third party cloud based

resources); to and to sub license to customers of Licensee. The sub licensing shall be governed by a

revenue share schedule as outlined in Schedule B between the Licensee and MOBETIZE. The

Licensee is entitled to resell and sub license the Software for the delivery of mobile money services

for the processing of data relating to mobile money services as described in Schedule A.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

2.3

Licensee may change the Designated Location to another location with prior written notice to

MOBETIZE and with the prior written consent of MOBETIZE not to be unreasonably withheld or

delayed.

2.4

Licensee shall not copy the Software, in whole or in part, except for disaster recovery, program error

verification, and for back-up purposes. Licensee shall maintain and furnish to MOBETIZE, upon

reasonable request, however no more than once every 12 months, competent records of the number

and location of all copies of the Software, in whole or in part.

2.5

Licensee must maintain all proprietary notices imposed by MOBETIZE in the Software, including

all copies thereof. Licensee shall not, directly or indirectly, reverse, assemble, or de-compile the

Software, in whole or in part.

SCOPE OF USE OF MOBETIZE SOFTWARE

3.1

Concurrent Users - The Software license is a multi-server license and may be accessed through an

unlimited number of computers or mobile devices (mobile phones and tablets) as well as from

remote locations by designated Licensee users.

3.2.

Backup –If the designated server on which Licensee has installed Software is temporarily inoperable,

Licensee may transfer the use of the Software to a backup computer system until operability is

restored.

CHARGES AND PAYMENTS

4.1

Under this Agreement, MOBETIZE will provide Software, and Support Services (“Deliverables”) to

Licensee, all of which Deliverables are listed in Schedule A. MOBETIZE will also provide support

to Licensee under this Agreement as per Schedule C. All invoices for the Deliverables will be

mailed to Licensee and shall be paid by Licensee thirty (30) days upon receipt of such invoice. The

charges for Professional Services listed in Schedule A (“Professional Services”), are for the first

year of this Agreement and are subject to agreed upon annual increases. In the event of an annual

increase of the Professional Service charges, MOBETIZE shall provide Licensee thirty (30) days

prior written notification of the new charges. All annual support payments, travel and out of pocket

expenses will be payable thirty (30) days upon invoice by MOBETIZE to Licensee in the manner set

forth herein. It is hereby agreed that Licensee will only reimburse MOBETIZE for previously

approved travel and out of pocket expenses.

4.2

The Licensee shall pay all applicable sales, use, and excise taxes, and any other applicable

assessments levied by authorities having jurisdiction against the Licensee in the nature of taxes,

duties or charges however designated on the Software licensed to the Licensee hereunder or its

license to or use by the Licensee, pursuant to the terms of this Agreement. Notwithstanding the

foregoing, Licensee shall not be responsible for the payment of MOBETIZE’s income taxes.

CONFIDENTIAL INFORMATION

5.1

Licensee understands and agrees that MOBETIZE considers the Software and any related

documentation provided by MOBETIZE (collectively "MOBETIZE Information") to be the proprietary

and confidential information of MOBETIZE and/or a third party which has granted marketing and

licensing rights to MOBETIZE. Licensee agrees to maintain the MOBETIZE Information in strict

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

confidence and, except for the right of Licensee to copy the Software for backup purposes pursuant to

Section 2.4 above, Licensee agrees not to disclose, duplicate or otherwise reproduce, directly or

indirectly, the MOBETIZE Information in whole or in part except for purposes of carrying out rights

and obligations under this Agreement. Licensee agrees not to disassemble, reverse engineer, or reverse

compile the Software in whole or in part. Licensee agrees to take all reasonable steps to ensure that no

unauthorized persons shall have access to the MOBETIZE Information and that all authorized persons

having access to the MOBETIZE Information shall refrain from any such disclosure, duplication or

reproduction. Licensee agrees not to remove any copyright notice or other proprietary markings from

the MOBETIZE Information, and any copy thereof made by Licensee for backup purposes shall

contain the same copyright notice and proprietary markings contained on the copy of the Software

furnished by MOBETIZE to Licensee hereunder. Licensee acknowledges that the MOBETIZE

Information is unique and that Licensee's failure to comply with the provisions of this Section 5.1 shall

result in irreparable harm to MOBETIZE and/or any third party from whom MOBETIZE has received

marketing and licensing rights, and that in the event of the breach or threatened breach by Licensee of

its obligations under this Section, MOBETIZE shall be entitled to equitable relief in the form of

specific performance and/or an injunction for any such actual or threatened breach, in addition to the

exercise of any other remedies at law and in equity. In the event that Licensee shall breach the terms of

this Section, and any such breach shall remain uncured for a period of five (5) days after the receipt by

Licensee of written notice from MOBETIZE of such breach, MOBETIZE may, at its option, terminate

all licenses granted to Licensee hereunder, in which event Licensee shall have no further right to use

any copies of such Software. In the event of any such termination or cancellation, Licensee shall,

within ten (10) days after the effective date of any such termination or cancellation, certify in writing to

MOBETIZE that such Software and all materials relating thereto in the possession of Licensee have

been destroyed.

5.2

MOBETIZE understands that in connection with the provision of the Deliverables, MOBETIZE may

become privy to certain non-public confidential information of the Licensee, which may be in tangible

or intangible form, and may include data, technical information, client information, services, products

and product applications, technology, inventions, discoveries, formulations, ideas, trade secrets,

performance targets, customers, suppliers, pricing, development plans, competitor information, and all

information concerning Licensee’s operations, affairs and business, its financial affairs and relations

with its customers, employees and service providers (collectively the "Licensee Information").

MOBETIZE agrees to maintain the Licensee Information in strict confidence and agrees not to

disclose, duplicate or otherwise reproduce, directly or indirectly, the Licensee Information in whole or

in part. MOBETIZE agrees to take all reasonable steps to ensure that no unauthorized persons shall

have access to the Licensee Information and that all authorized persons having access to the Licensee

Information shall refrain from any such disclosure, duplication or reproduction. MOBETIZE

acknowledges that the Licensee Information is unique and that MOBETIZE’s failure to comply with

the provisions of this Section 5.2 shall result in irreparable harm to Licensee and/or any third party

from whom Licensee has received marketing and licensing rights, and that in the event of the breach or

threatened breach by MOBETIZE of its obligations under this Section, Licensee shall be entitled to

equitable relief in the form of specific performance and/or an injunction for any such actual or

threatened breach, in addition to the exercise of any other remedies at law and in equity. In the event

of any termination of this Agreement, MOBETIZE shall, within ten (10) days after the effective date of

any such termination, certify in writing to Licensee that all Licensee Information in the possession of

MOBETIZE has been destroyed.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

5.3

The parties agree that all information disclosed by one party to the other party will be designated

confidential information (“Confidential Information”), unless such information is independently

developed or previously known by the other party, or is in the public domain, or is furnished to the

other party by a third party who is under no obligation to keep such information confidential.

Confidential Information of the other party will be used by a party only for the purposes of

carrying out its rights and obligations of this Agreement.

WARRANTIES AND OWNERSHIP

6.1

Warranty of Title - MOBETIZE warrants that it has all rights necessary to make the grant of

Software license herein by having all right, title and interest in and to the Software or as licensee of

all such rights from the owner thereof.

6.1.2 MOBETIZE warrants that MOBETIZE complies with all open source license requirements arising

from or related to the Software and related Materials and documentation supplied hereunder.

6.1.3 MOBETIZE warrants that the Software, Materials and documentation furnished under this

Agreement, and the use thereof by Licensee and/or its Affiliates in accordance with the terms and

conditions of this Agreement, will not infringe (whether directly, contributorily, by inducement or

otherwise), misappropriate or violate any patent, trademark, copyright, trade secret or any other

intellectual property right of any third-party, or violate the laws, regulations or orders of any

governmental or judicial authority as of the at all times.

6.1.4 MOBETIZE shall secure from the applicable third-party vendor(s) and assign to Licensee, at no

additional cost to Licensee, any and all warranties available from such third-party vendor(s) with

respect to any and all Materials procured by Licensee pursuant to this Agreement. Such assignment

shall not, however, relieve MOBETIZE of any of its warranty obligations contained herein. In the

event such third-party vendor warranties are not assignable to Licensee, MOBETIZE shall enforce,

as necessary, such warranties on behalf of Licensee.

6.2

Ownership

A) Background Intellectual Property Rights

All proprietary and intellectual property rights, title and interest including copyright in and to the

original and all copies of the Software and the documentation provided by MOBETIZE shall be and

remain that of MOBETIZE or its subsidiary as the case may be. Licensee has no proprietary and

intellectual property rights, title or interest in or to any of the Software or related documentation

except as granted herein and Licensee shall not at any time whether before or after the termination

of this Agreement contest or aid others in contesting, or doing anything which otherwise impair the

validity of any proprietary and intellectual property rights, title or interest of MOBETIZE in and to

the Software or related documentation of MOBETIZE.

Each of the parties acknowledges and agrees that any and all rights to Licensee Background

Intellectual Property, shall remain the property of Licensee. MOBETIZE shall not at any time

whether before or after the termination of this Agreement contest or aid others in contesting, or

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

doing anything which otherwise impair the validity of any proprietary and intellectual property

rights, title or interest of Licensee in and to any of the Licensee Background Intellectual Property.

B) Customization Development Intellectual Property Rights

MOBETIZE and Licensee shall, subject to Section 6.2(A) above and any restrictions applicable to

any third-party materials embodied in the Customization (defined below), jointly own all right, title

and interest in and to any Customization developed by MOBETIZE for Licensee under Schedule D

(Customization Development and Pricing) herein (the “Customization”), without any right or duty

of accounting to the other party. Licensee retains the rights to replicate the processes

and commercialize the business model underlying the customization. Neither Party shall at any time

whether before or after the termination of this Agreement contest or aid others in contesting, or

doing anything which otherwise impair the validity of any proprietary and intellectual property

rights, title or interest of either Party in and to the Customization Development

In the event that either MOBETIZE or Licensee or both, wish to pursue a patent in any

Customization or any component thereof, they shall cooperate with each other in preparing and

submitting one or more patent applications. Where the parties agree to, and do, share equally in the

cost of prosecuting these patent applications, they shall jointly own any resulting patent without the

right or duty of accounting to the other party. Where the parties agree that one of them shall pay

more than half the cost of prosecuting the application, and it does so, that party shall own the patent

and shall grant to the other party, absent any other written agreement between the parties, a

perpetual, transferable, worldwide, irrevocable, royalty-free, fully paid-up license to use, copy,

modify and prepare derivative works of the copyright (including without limitation, the right to

make, have made, use, import, offer for sale and sell or otherwise provide or dispose of products and

services using or incorporating the same) or to practice any process in connection therewith, with

the right to sub license the same.

C) Software Module Development Intellectual Property Rights

Any Module developed by MOBETIZE for Licensee, including but not limited to Modules that are

dynamically linked or statically linked to MOBETIZE Products, is "work made for hire" herein

“Work Product” and is the property of Tata Communications, including any copyrights, patents, or

other intellectual property rights pertaining thereto. If it is determined that any such works are not

works made for hire, MOBETIZE, hereby assigns to Licensee all of MOBETIZE’s title, rights and

interest, including all rights of copyrights, patent, and other intellectual property rights, to or in such

Work Product.

These modules shall be assessed on a case by case basis. All Intellectual Property Rights in and to

any MOBETIZE Module is and shall be the property of and be owned by MOBETIZE.

The Parties herein agree that, if Licensee requests MOBETIZE any development under this section

6.2 (c), and for whatever reason MOBETIZE decides not to do it, Licensee shall, at its own

discretion, choose any other third party to develop it, and Licensee will still own any copyrights,

patents and other intellectual property on the Work Product.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

6.3

Indemnities

(a)

Intellectual Property Indemnity - MOBETIZE shall defend or settle any claim made or any suit or

proceeding brought against Licensee insofar as such claim, suit or proceeding is based on an

allegation that any of the Deliverables, Customization and Software Module Development supplied

to Licensee pursuant to this Agreement infringes the proprietary and intellectual property rights of

any third party in or to any invention, patent, copyright or any other rights, provided that Licensee

shall notify MOBETIZE in writing promptly after the claim, suit or proceeding is known to Licensee

and shall give MOBETIZE information and such assistance as is reasonable in the circumstances.

MOBETIZE shall have sole authority to defend or settle the same at MOBETIZE's expense.

MOBETIZE shall indemnify and hold Licensee and its affiliates and each of their directors, officers,

employees, and agents harmless from and against any and all such claims and shall pay all

liabilities, losses, costs, penalties, damages, expenses and costs (including all legal fees and

expenses) which Licensee, its affiliates, or any of their respective directors, officers, employees or

agents may incur or suffer as a result of such claim, suit or proceeding. This indemnity does not

extend to any claim, suit or proceeding based upon any infringement or alleged infringement of

pursuant to the terms hereof nor does it extend to any Software altered by Licensee either by

enhancement or by combination with product(s) of the Licensee's design or formula. The foregoing

states the entire liability of MOBETIZE for proprietary and intellectual proprietary rights

infringement related to the Software. If any of the Deliverables , Customization and/or Software

Module Development in any claim, suit or proceeding is held to infringe any proprietary or

intellectual property rights of any third party and the use thereof is enjoined or, in the case of

settlement as referred to above, prohibited, MOBETIZE shall have the option, at its own expense, to

either (i) obtain for Licensee the right to continue using the infringing item, or (ii) replace the

infringing item or modify it so that it becomes non-infringing; provided that no such replacement or

modification shall diminish the performance of the Software.

(b)

MOBETIZE shall indemnify defend and hold harmless Licensee and its Affiliates and its officers,

directors, employees, and agents, harmless from any Claims by third parties with respect to damage

to tangible property, personal injury or death caused by MOBETIZE's negligence or willful

misconduct. Licensee shall indemnify defend and hold harmless MOBETIZE and its Affiliates and

its officers, directors, employees, and agents, harmless from any Claims by third parties with respect

to personal injury or death caused by Licensee' s negligence or willful misconduct.

(c)

Notwithstanding anything to the contrary set forth herein, (i) a Party entitled to indemnification

under this Agreement (an “Indemnitee”) may participate, at its own expense, in any defense and

settlement directly or through counsel of its choice, and (ii) the indemnifying Party will not settle or

compromise any Claim on terms that would diminish the rights provided to the Indemnitee or

increase the obligations assumed by the Indemnitee under this Agreement, without the prior written

consent of the Indemnitee.

(d)

The foregoing remedies are in addition to other remedies set forth in this Agreement or otherwise

available to the Parties in accordance with applicable law.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

6.4

Notices - Licensee shall not obliterate, alter or remove any proprietary or intellectual property

notices from the Software and to the extent this Agreement permits Licensee to make copies of the

Software, Licensee shall reproduce such notices as they appear on the Software.

6.5

Archive Copies - Licensee shall ensure that all copies it makes of the Software under this section

include screen displays of MOBETIZE's proprietary or intellectual property notices as recorded on

the original copy provided by MOBETIZE, and Licensee shall affix a label to each disk, reel or

other housing for the medium on which each copy is recorded setting out the same proprietary or

intellectual property notices as such appear on the unit of Software from which the copy is made in

the same manner.

6.6

Escrow - Licensee wishes to have access, upon the happening of MOBETIZE ceasing to be in

business or other events as described in the software escrow agreement (the “Software Escrow

Agreement”), to the source code with supporting documentation ("Source Code") for the Software,

which was licensed by MOBETIZE to Licensee in executable form pursuant to this Agreement.

Accordingly, MOBETIZE agrees to provide the Software Escrow Agreement in the form similar or

substantially similar to the Software Escrow Agreement attached hereto as SCHEDULE G and

incorporated herein by this reference. All escrow costs and or fees are the responsibility of and paid

for by Licensee.

SERVICES

7.1

Software Installation - MOBETIZE shall provide installation services for the Software. The cost of

the installation is included in the license acquisition price shown in Schedule A. The Licensee shall

reimburse MOBETIZE for all previously approved reasonable out-of-pocket expenses incurred in

the course of providing such installation services. Approval by Licensee for such reasonable out-of-

pocket expenses shall not be unreasonably withheld or delayed.

In the event that both parties agree in writing that additional installation time is required, (if the

system is actually installed as per either (i) the specifications and/or (ii) the pre-approved designed

project plan) the licensee will reimburse MOBETIZE on a time and materials basis as set out in

Schedule A., however, if the system is not installed in accordance with (i) and/or (ii) above,

MOBETIZE will perform the additional installation free of charge

7.2

Software Training - MOBETIZE shall provide Licensee with training in the use of the Software in

consideration for the payment of a training fee at MOBETIZE's rates as set out in Schedule A and

Licensee shall reimburse MOBETIZE for all pre- approved reasonable out-of-pocket expenses

incurred in the course of providing such training services. The cost of training is included in the

license acquisition price shown in Appendix A. Approval by Licensee for pre-approved out-of-

pocket expenses shall not be unreasonably withheld or delayed. In the event that both parties agree

that additional training time is required, the licensee will reimburse MOBETIZE on a time and

materials basis as set out in Schedule B.

7.3

Software and Customization Development Maintenance - Support or maintenance services

pertaining to the Software and Customization Development under this Agreement shall be as per

Schedule C. Licensee acknowledges that all such Services are provided in the nature of “After-sales

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

service”. Such After-sale service is provided by installers, repair and maintenance personnel, and

supervisors possessing specialized knowledge essential to MOBETIZE's contractual obligation.

WARRANTY AND LIABILITY

8.1

Limited Warranty of Services and Software - MOBETIZE warrants that all services shall be

performed in full conformity with the Agreement, with the skill and care which would be exercised

by those who perform similar services at the time the services are performed, and in accordance with

accepted industry practice.

8.2

SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN

SECTION 6.1, AND 8.1 ARE IN LIEU OF ALL OTHER WARRANTIES. THERE ARE NO

OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY

KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (in contract or tort) OR

CUSTOM,

INCLUDING,

BUT

NOT

LIMITED

THOSE

REGARDING

MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE,

DESIGN, CONDITION, OR QUALITY IN RELATION TO THE SOFTWARE. WITHOUT

LIMITING THE ABOVE, MOBETIZE DOES NOT WARRANT THAT THE SOFTWARE

SHALL MEET THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF

SOFTWARE SHALL BE FREE FROM INTERRUPTION OR ERRORS.

8.3

Restrictions on Warranty - in the event of licensee and sub licensee losing their software installation

through cause non attributable to MOBETIZE, MOBETIZE shall fulfill requests to provide a

replacement copy software as originally purchased, and charge reasonable time and expenses for doing

so. If attributable to MOBETIZE, then MOBETIZE shall provide a replacement free of charge.

8.4

NO INDIRECT DAMAGES - IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE

OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT) IN

CONNECTION WITH THE DELIVERABLES OR THIS AGREEMENT, INCLUDING BUT NOT

LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL,

CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES, EVEN IF CAUSED BY THE

NEGLIGENCE OF THE OTHER PARTY AND EVEN IF THE PARTY SEEKING SUCH

DAMAGES HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR

DAMAGE.

8.5

LIMITS ON LIABILITY - IF FOR ANY REASON, A PARTY BECOMES LIABLE TO THE

OTHER FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND

REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), INCURRED IN

CONNECTION WITH THIS AGREEMENT, THE DELIVERABLES, THE CUSTOMIZATION,

AND SOFTWARE MODULE DEVELOPMENT THEN, THE PARTIES AGREE THAT:

THE LIABILITY OF EACH PARTY FOR ALL DAMAGES, INJURY, AND LIABILITY

INCURRED BY THE OTHER IN CONNECTION WITH THIS AGREEMENT, SHALL

BE LIMITED TO AN AMOUNT EQUAL TO ALL FEES PAID UNDER THIS

AGREEMENT, BUT IN NO EVENT LESS THAN USD 750,000.00 (SEVEN HUNDRED

AND FIFTY THOUSAND DOLLARS) PER EVENT, WHICHEVER IS GREATER AT

THE TIME OF THE EVENT GIVING RISE TO THE CLAIM.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

8.6

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE

LIMITATIONS OF LIABILITY CONTAINED (SECTIONS 8.4 AND 8.5) DO NOT APPLY TO

CLAIMS RELATING TO PROPERTY DAMAGE, INJURY, DEATH, AND SECTIONS 5.1, 5.2

OR SECTON 6.3 HEREIN.

TERM AND TERMINATION

9.1

This Agreement is valid for a five (5) year term commencing from the effective date of this

Agreement.

9.2

Termination - This Agreement shall terminate in each of the following events:

At the option of either party if the other party materially defaults in the performance or

observance of any of its obligations hereunder and fails to remedy the default within 90 days

after receiving written demand therefor; or

At the option of either party if the other party becomes insolvent or bankrupt or makes an

assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed

for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is

instituted against the other party and is not dismissed within 30 days following

commencement thereof;

9.3

Notwithstanding the termination events above, either Party can terminate this agreement, without

cause, with a three (3) month prior written notice.

9.4

Rate Review. Every twelve (12) months from the anniversary following the execution of the

Agreement, and at the request of Licensee, the Parties will review the rates charged by MOBETIZE

for the Monthly Licensing Fee (defined in Schedule A), monthly Support Fee (defined in Schedule

A), and Commission (defined in Schedule B) to take into account avoided costs to MOBETIZE

based on Licensee’s taking responsibility for operational obligations assigned to MOBETIZE under

this Agreement.

9.5

Rights Upon Termination –Upon expiration or termination of this Agreement the Parties will

promptly return to each other all copies of the Software and any related documentation and any

Confidential Information in each other’s possession and/or control, and completely erase the

Software and all elements and confidential information thereof from each other’s computer

system(s) and will execute and deliver to the other Party a written certification that it has complied

with the provisions of this Section and no longer retains any material relating to the Software,

related documentation, and/or Confidential Information in its possession or control. Except for (i)

an uncured breach by Licensee, and/or (ii) the occurrence of section 9.1 (b) applying to Licensee;

upon expiration or termination of this Agreement, Licensee may continue to use the Software as to

a particular Licensee Customer until the expiration or termination of all reasonable

Licensee/Customer written agreements (excluding as reasonable, as an example, those agreements

made merely to take advantage of this sentence) signed by Licensee and the particular Licensee

Customer. The time period between expiration or termination of this Agreement and the expiration

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

or termination of the Licensee/Customer agreement shall be herein referred to as “Post Termination

Period”. In addition to any other rights which either party may have, during the Post Termination

Period each Party will remain responsible for all its obligations set forth in this Agreement. Upon

the expiration and termination of the Post termination Period, Licensee shall promptly return to

MOBETIZE all copies of the Software and any related documentation and any MOBETIZE

Confidential Information in Licensee’s possession and/or control, and completely erase the Software

and all elements thereof from Licensee’s computer system, and upon MOBETIZE’s request, will

execute and deliver to MOBETIZE a written certification that Licensee has complied with the

provisions of this Section and no longer retains any material relating to the Software or related

documentation and/or any MOBETIZE Software Confidential Information in Licensee’s possession

and/or control.

10.

AUDIT

10.1

Upon 30 days prior’ written notice, but in no event no more than every 12 months, MOBETIZE shall

have the right to enter Licensee's facilities for the sole purpose of confirming the number of copies of

the Software installed. This Audit shall be performed on a business day, at business hours, shall not

disturb Licensee’s regular business, and shall be fully paid by MOBETIZE.

11.

ARBITRATION

(a)

In the event of any dispute, controversy, or claim between the parties of any kind or nature,

including but not limited to disputes arising under or in connection with this Agreement

(including disputes as to the creation, validity, interpretation, breach, or termination of this

Agreement) (the “Claim”), the parties agree to submit such Claim to binding arbitration

governed by the rules of the International Chamber of Commerce (ICC) under New York State

laws. A party may demand such arbitration in accordance with the procedures set out in those

rules.

(b)

Discovery shall be controlled by the arbitrator and shall be permitted to the extent permitted by

New York Law. The arbitration shall be held in New York City, NY. The arbitrator shall

control the scheduling so as to process the matter expeditiously.

(c)

If any legal action or other proceeding is brought for the enforcement of this Agreement, or

because of an alleged dispute, breach, default or misrepresentation in connection with any of

the provisions of this Agreement, the prevailing party will be entitled to recover reasonable

attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other

relief to which it may be entitled. The parties shall equally split the fees of the arbitration and

the arbitrator. The arbitrator may apportion the costs incurred by the prevailing party.

(d)

Any award rendered by the arbitrator will be final, conclusive, and binding upon the parties,

and any judgment thereon may be entered and enforced in any court of competent jurisdiction.

12.

GENERAL

12.1

Complete Agreement -This Agreement, including all Schedules and Appendices hereto, is the

complete and exclusive statement of the Agreement between the parties with respect to the subject

matter contained herein and supersedes and replaces all prior representations, proposals,

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

understandings and all other agreements, oral or written, express or implied, between the parties

relating to the matters contained herein. This Agreement may not be modified or altered except by

written instrument duly executed by both parties.

12.2

Force Majeure - Dates or times by which either party is required to perform under this Agreement

excepting the payment of any fees or charges past due hereunder shall be postponed automatically,

on a day to day basis for a time period equal to the period of the excusable delay, to the extent that

any party is prevented from meeting them as a result of force majeure. For the purposes of this

Section 12.2, “force majeure” means any occurrence beyond the reasonable control of a party which

cannot be avoided through reasonable contingency planning by such party, including acts of God,

fires, floods, earthquakes, explosions, riots, war, terrorism, sabotage, nuclear incidents, lockouts,

strikes or other organized labor disruptions, provided that lack of finances will in no event be

deemed to be such an occurrence.

12.3

Notices - All notices and requests in connection with this Agreement shall be given or made upon

the respective parties in writing and delivered by hand delivery, email or prepaid registered mail.

Such notice or communication shall be deemed given (or received by the other party) as of the date

when hand delivered or sent by email (if delivered or sent during the recipient’s regular business

hours on a business day, and otherwise on the next business day), or three business days after being

sent by prepaid registered mail to the other party and addressed as follows:

MOBETIZE: MOBETIZE USA Inc.

205 – ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇.,

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇, CEO

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Licensee:

Tata Communications (America) Inc.

▇▇▇▇▇ ▇▇▇

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

12.4

Governing Law - This Agreement and performance hereunder shall be governed by the laws of New

York State.

12.5

Enforceability - If any provision of this Agreement shall be held to be invalid, illegal or

unenforceable under any applicable statute or rule of law, the validity, legality and enforceability of

the remaining provisions shall in no way be affected or impaired thereby.

12.6

Non-Assignment – Neither party may assign this Agreement without the prior written consent of the

other, which consent will not be unreasonably withheld or delayed.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

12.7

Non-Waiver - The waiver or failure of either party to exercise in any respect any right provided for

herein shall not be deemed a waiver of any further right hereunder.

12.8

No Agency - The parties acknowledge that each is an independent contractor and nothing herein

constitutes a joint venture or partnership and neither party has the right to bind or act for the other as

agent or in any other capacity.

12.9

Enurement - All covenants, representations, warranties and agreements of the parties contained

herein shall be binding upon and shall enure to the benefit of the parties and their respective

successors and permitted assigns.

12.10 Survival – All provisions of this Agreement which, expressly or by their nature are intended to

survive termination hereof, including Subsections 5.1, 5.2, 5.3, 6.2, 6.3, 8.3, 8.4, 8.5 and 8.6 shall

survive termination and expiration of the Agreement and will continue in full force and effect until

such provisions are satisfied or by their nature terminate.

12.11 Interlocutory Remedy - Both parties acknowledge that irreparable harm shall result to the other if

either breaches their obligations under sections 5 and 6 and both parties acknowledge that such a

breach would not be properly compensable by an award of damages. Accordingly, each party agrees

that remedies for any such breach may include, in addition to other available remedies and damages,

injunctive relief or other equitable relief enjoining such breach at the earliest possible date.

12.12 Compliance With Laws – The Parties warrant and represent that at all times they will comply with

all requirements of any applicable statute, rule, regulation, interpretation, judgment, order, and law

of any Governmental Authority having jurisdiction.

12.13 MOBETIZE shall not make or offer to make any payment or gift directly or indirectly to any

employee, officer or representative of any government, political party or candidate for political

office under circumstances in which such payment could constitute a bribe, kickback or illegal

payment under United States or applicable non-US laws. Without limiting the generality of the

foregoing, MOBETIZE further represents and warrants that under no circumstances, shall it make,

cause or authorize any third party to make or cause any bribes, kickbacks, or illegal payments for the

purpose of influencing a person’s acts or decisions or in order to obtain or retain business in

connection with the Materials and/or Services provided/received hereunder. MOBETIZE agrees to

comply with all applicable anti-bribery laws (including but not limited to the U.S Foreign Corrupt

Practices Act, the UK Bribery Act, and the Corruption of Public Officials Act of Canada) and

further agrees that any failure by MOBETIZE to comply with the provisions of this Section 12.13

shall constitute an incurable breach of this Agreement for the purposes of Section 9.2(a) herein.

MOBETIZE shall complete the certification attached in Schedule E and provide such certification to

Tata Communications upon execution of this Agreement and, at every 3 year interval of the

engagement or before the commencement of each new Term, whichever comes first.

12.14 MOBETIZE shall abide by Licensee’s Data Protection Schedule attached herein as Schedule F

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

12.15 This Agreement does not convey to MOBETIZE any ownership rights in any Customer Data.

Licensee and its Affiliates retain all right, title, and interest in and to all Customer Data. “Customer

Data” means any data, information, materials, or intellectual property (in any form) provided or

submitted to MOBETIZE by or on behalf of Licensee or its Affiliates.

12.16

Residuals. Nothing in this Agreement shall preclude either Party from developing products,

concepts, systems, services, or techniques that are similar to or compete with the products, concepts,

systems, services, or techniques so long as doing so is not in breach of the confidentiality

provisions of this Agreement. Either Party may use any general learning, skills, or know-how or

other Residual Information gleaned from unwritten and unaided memory for any purpose.

"Residual Information" means any information retained in the unaided memory of a person who had

access to or worked with a disclosing Party's Confidential Information or Materials.

12.17 No Limitations on License or Service – Licensee acknowledges that MOBETIZE may license the

Software and may provide maintenance and/or annual support to other customers of MOBETIZE.

12.18 No Third Party Beneficiary – This agreement will be binding upon and inure to the benefit of the

parties to this Agreement and their respective successors and assigns. This Agreement is not

intended, nor will it be construed, to create or convey any right in or upon any person or entity not a

party to this Agreement.

12.19 Construction – The Article and Section headings used in this Agreement are for convenience of

reference only and in no way define, limit, extend or describe the scope or intent of any provisions

of this Agreement. In addition, as used in this Agreement, unless otherwise expressly stated to the

contrary, (a) all references to days, months or years are references to calendar days, months or years

and (b) any reference to a “Section,” “Article” or “Schedule” is a reference to a Section or Article of

this Agreement or a Schedule attached to this Agreement. A “business day” refers to a day that is

not a Saturday, Sunday or statutory holiday in the state of New York, USA. The provisions of this

Agreement are qualified in their entirety by reference to the information and the terms set forth in

the Schedules. Except in respect of Sections 5.2, 6.3, 8.4 or 8.5 of the Agreement which shall prevail

over any inconsistent terms in any Schedule or Software Support Order, to the extent that the

provisions of this Agreement and the Schedules to this Agreement are inconsistent, the provisions of

the Schedules to this Agreement will govern and control. The drafting of a provision or provisions

by one party shall not result in that provision or provisions being construed against that party.

[Signature Page Follows]

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

IN WITNESS WHEREOF the parties thereto have executed this Agreement, through their respective

officers, duly authorized for such purpose, as they so declare and represent, as the Effective Date.

MOBETIZE USA Inc.:

TATA Communications (America) Inc.

/s/ ▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Authorized Signatory

President

Senior VP, Business Operations, Service Providers

Title

February 1, 2017

January 24, 2017

Date of Signature

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

EXHIBIT A

Defined Terms

"Affiliate" means, with respect to a Party, any entity that either controls, is controlled by, or is under

common control with such Party. For purposes of the foregoing, "control" shall mean the ownership of more

than fifty percent (50%) of the (i) voting power to elect the directors of a MOBETIZE, or (ii) ownership in

said entity.

“Acceptance” shall have the meaning ascribed to it in Section 12 of the Agreement.

“Acceptance Date” means the date on which Acceptance shall have occurred.

"Agreement" means this Agreement, including the Exhibits, schedules and attachments hereto together with

Purchase Orders and Statements of Work issued and accepted hereunder, and any written agreement

between the Parties which is supplementary to or in amendment or confirmation of this Agreement.

“Background Intellectual Property” shall mean any Intellectual Property owned, created, held, or

discovered by a Party prior to development of the Customizations

“Bulletin” means written notification by MOBETIZE of information relating to Product uses or availability

that supplements the Documentation and is broadly applicable to MOBETIZE’s customer base.

“Business Day” means the normal hours of business during those days of a calendar week wherein business

is generally conducted within a country where the relevant Site is located, taking account of local custom

and practice and specifically excluding local in-country public and/or bank holidays.

“Call Window” means the time of day availability of support services coverage as described in section 6.3.

“Confidential Information" means any information concerning either party’s software programs,

including without limitation, the source code, any specifications, flow charts, computer codes,

documentation formulae, or any part or component thereof. As well, as any business plans, financial

information, customer lists or product development information, that either party considers proprietary and

confidential.

“Current Release” means the Software Release that MOBETIZE defines as current, and is normally

shopped on receipt of orders at that time.

“Customer” means Licensee and any entity with whom Licensee enters into an agreement for software

services or facilities management related to the Products or any representative of Licensee who may be

reasonably expected by MOBETIZE to act on Licensee’s behalf.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

"Commodity Taxes" means all duties, commodity taxes or other similar indirect taxes whether imposed at

the federal, state, provincial or other local level and determined in accordance with the relevant

governmental regulations in force at the time of making the relevant supply of Materials and/or Services,

including but not limited to all sales, use, value added (including taxes described as goods and services)

excise and/or similar taxes imposed, levied or assessed by any government authority, other than taxes in the

nature of a tax on income, capital or net worth.

“Custom Software” means Software that (1) was developed specifically for Tata Communications'

applications and (2) was paid for substantially by Tata Communications.

“Customizations” means enhancements, changes, or alterations to core product in order to address specific

Customer requirements or to address licensee product roadmap and whose development was paid for by

Licensee.

“Deliverables” means Software, related Materials, Documentation and Services.

"Delivery Date" means the actual date of delivery of Materials to a Site designated by Tata

Communications..

“Designated Location” means the location designated by Tata Communications where the Materials are to

be delivered and/or installed or the Tata Communications' owned premises where the Services are to be

performed.

“Dispute” means any disagreement or claim that arises between the Parties.

"Documentation" means the written and graphical material relating to the design, installation, use, and

maintenance of the Product that is provided to Licensee as part of its Product license and that may be

updated by MOBETIZE from time to time to correct errors and omissions or to add clarification.

“Electronic Signature” or “ES” means a signature that consists of one or more letters, characters, numbers

or other symbols in digital form incorporated in, attached to or associated with a human readable electronic

version of this Agreement using Tata Communications’ or its designated third party ES platform.

“End User” means a person who operates a computer that uses the Products in production to perform

regular business functions.

“Fees” means the fees paid by either Party to another under this Agreement.

“Full Support Service” means software support service delivered by MOBETIZE to Licensee on a pre-paid

basis

“Incompatible Configuration” means the integration and use of the products by the Licensee in relation to

the Licensee’s other computer and office systems and in a manner, as determined by MOBETIZE, that

deviated from MOBETIZE’s Required Configuration and which may cause malfunctions or difficulties in

the operation of the Products.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

“Implement” means the process of first installation of Product or installation of a new Software Release,

which requires a major data conversion.

“Intellectual Property” shall mean patents, trade secrets, rights to inventions, copyright and related rights,

trade marks, business names and domain names, rights in get-up, goodwill and the right to ▇▇▇ for passing

off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential

information (including know-how), and all other intellectual property rights recognized under law, including

the right to ▇▇▇ in respect thereof, in each case whether registered or unregistered and including all

applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority

from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now

or in the future in any part of the world.

“Locations” means all Licensee locations where Products are installed.

"Materials" means the equipment, hardware, materials, Software and related services specified in a

Purchase Order.

“MOBETIZE Module” shall mean: smartWallet, smartRemit, smartCharge , smartBill, smartcard, and

smartLoan.

“MOBETIZE Products” means those Products that are owned by MOBETIZE

“Module” means a portion of a program that carries out a specific function and may be used alone or

combined with other modules of the same program.

“Network Services” are the services offered by Tata Communications (or a Tata Communications Affiliate)

including the following: access to the Internet, data and voice transmission, and any other communications

service furnished by Tata Communications (or a Tata Communications Affiliate) by means of the Tata

Communications’ (or a Tata Communications Affiliate’s) communications network.

“Patch” means the computer file's, routines or code which when compiled with Products corrects problems

or errors in the Products.

“Problem Severity” means a classification of the business and technical impact on Licensee associated

with a Reported Issue and as described in detail in section 10.

“Production Database” means the stored collection of electronic transaction data as recorded by

Licensee’s live implementation of the Product as used by its End Users to satisfy the business requirements

of its customer.

“Products” means those Software as defined in the Agreement, which is further listed on the Software

Support Order (attachment I) and licensed to Licensee.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

“Price List” means the maximum prices, fees, and charges, less all applicable discounts, for the Materials

and/or Services which Tata Communications (or its Affiliates) may order under this Agreement, as more

fully described in Exhibit B.

"Purchase Order" means any purchase order issued by Tata Communications or its Affiliates in accordance

with Section 4 of the Agreement.

“Purchase Price” means the total amount to be paid by Tata Communications for the Materials and/or

Services pursuant to a Purchase Order or Statement of Work.

“Reported Issue” means a query, bug, error, or problem related to the Product and covered under the terms

of this Agreement that Licensee brings to MOBETIZE’s attention.

“Required Configuration” means the guidelines published by MOBETIZE, or as otherwise determined by

MOBETIZE and communicated to Licensee, which specify the acceptable configuration of computer

hardware, software, and related technologies needed to operate and support the Products.

“Services” means the services described in a Statement of Work (or in the case of installation Services, in a

Purchase Order) executed by the Parties pursuant to the Agreement.

“Software” means any computer program (including any corrections, maintenance loads, patches, software

updates, revisions, enhancements or upgrades,) in machine readable code, provided on magnetic tape or

other storage media, loaded into the memory of the hardware’s processing unit(s) or any external equipment

such as personal computers. Software does not include Customization or Software Module Development.

“Site Certification” means the process of MOBETIZE examining and assessing the Licensee’s computing

environment culminating in a formal determination by MOBETIZE of whether or not the environment

complies with the Required Configuration.

“Software Release” means MOBETIZE’s definition of successive versions of Software that have been

generally released by MOBETIZE to its customers and for greater certainty excludes specific custom

modified versions of its software in testing and new application developments. MOBETIZE defines release

through a numeric code, which follows a numbering convention as published from time to time in

MOBETIZE’s Software Release Methodology. The numeric code consists of three groups of numbers

separated by period’s (0.0.0). The first group defines the Major Release (X.0.0), the second group defines

the Version Release (0.X.0), and the third group defines the Maintenance Release (0.0.X).

 “Major Release” means significant changes and enhancements to the software usually

supplied with new or additional documentation.

 “Version Release” means accumulated maintenance releases and some minor functional

improvements to the software.

 “Maintenance Release” means software issued to correct reproducible reported issues,

anomalies, errors, and problems in core product.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

“Software Support Order” means the current respective Software Support Order(s) as signed by

MOBETIZE and Licensee and which specifically refers to this Agreement, and which sets out the Special

Terms and Conditions of the software support service to be provided to Licensee for the specific identified

supported Product. The terms and conditions of the Software Support Order are incorporated as part of the

Agreement specifically for the purpose only of services for Product encompassed by the particular Software

Support Order. An example of a Software Support Order is provided in Attachment I attached hereto.

“Special Terms and Conditions” means terms and conditions identified on a Software Support Order.

These terms and conditions supplement and supersede those in the Agreement for the purpose only of

services encompassed by the particular Software Support Order, provided that in the event of any

inconsistency between the provisions of a Software Support Order and any of Sections 5.2, 6.3, 8.4 or 8.5 of

the Agreement, the aforementioned sections of the Agreement shall prevail.

“Sub licensee” is a Customers who is accessing and using the software by way for sub licensing from the

licensee the Software for the delivery of mobile money services for the processing of data relating to mobile

money services pursuant to this agreement and as described in Schedule A.

“Support Start Date” means the date identified on the Software Support Order when MOBETIZE begins

delivering support services to Licensee under the terms of this Agreement.

“Support Term” means the continuous length of time identified on the Software Support Order, and

beginning on the Support Start Date, during which Licensee agrees to procure MOBETIZE’s support

services under the terms of this Agreement.

"Statement of Work" means any statement of work issued by Tata Communications or its Affiliates in

accordance with Section 5 of the Agreement.

“Time and Materials” means the conditions under which MOBETIZE delivers software support services

that are excluded from this Agreement or not on a pre-paid basis but are nonetheless requested by Licensee.

Such services are provided at MOBETIZE’s option, at its then prevailing time and materials charges.

“Third Party Products” means those products that are owned and produced by a company, or entity, other

than MOBETIZE and for which MOBETIZE provides Full Support Service as identified on Attachment II to

Schedule B.

“Work” means the performance of all requested work and Services, as per Tata Communications’

descriptions set forth in the Statement of Work.

"Work Product" means all Deliverables and all intermediate and partial versions thereof, and all

documentation, analysis, flowcharts, notes, outlines, formulas, processes, algorithms, ideas, inventions,

know-how or techniques, and any other information, or materials generated by the one Party in the

performance of Services pursuant to this Agreement.

[END of TEXT]

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

Schedule A – MOBETIZE Platform and Software License Pricing Schedule

MOBETIZE Licensing Modules and Pricing Schedule

Tata Communications will pay Mobetize a monthly Licensing Fee for the modules

Tata Communications sub licenses to its customers. The Monthly fee ***….

***

Monthly Licensing Fee

MOBETIZE Current Release Modules

Description (transaction type)

SmartWallet

***

SmartRemit

***

SmartCard

***

SmartCharge

***

SmartBill

***

SmartLoan

***

MOBETIZE Monthly Support

Tata Communications will pay Mobetize a monthly Support Fee for the customers

Tata Communications sub licenses one more Modules. ***….

***

Module Description

***

___________________

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

Schedule B – Sub Licensing Revenue Share

In the case where the Mobetize SmartWallet Module is used to fund a transaction, *** under this

Agreement, per the parameters set forth in this Agreement. Mobetize will track and calculate all

Commissions due, providing reporting through the CRM system to the Company ***.

In the cases where a the Mobetize SmartWallet module us not used to fund a transaction, *** under this

Agreement, per the parameters set forth in this Agreement. Mobetize will track and calculate all

Commissions due, providing reporting through the CRM system to the Company. ***

The Commissions by transaction type are set as follows:

SmartRemit: Applies to countries Mobetizes provides coverage of. A covered country is defined by

country which Mobetize, directly or through a partner, sources the transmission of funds to. ***.

SmartBill:

***

SmartCard:

***

SmartCharge: applies to mobile networks Mobetizes provides coverage of. A covered network is defined

by a mobile operators network which Mobetize, directly or through a partner, sources the distribution

agreement of airtime with the mobile network. ***.

___________________

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

Schedule C – Service and Support Level Agreement

1. Introduction

This Schedule C sets out the terms and conditions under which MOBETIZE will provide annual support

services (“Annual Support Services”) to Licensee.

3. Service Coverage

Annual Support Service: MOBETIZE shall provide the services listed in Section 6 of this Schedule C and

described in Attachment I as Level 3 Support Services. Licensee is responsible for acquiring and providing

for adequate technical and organizational competence to carry out the level 1 and level 2 responsibilities

independently of MOBETIZE, including without limitation, software management and facilities and

operational management functions. Notwithstanding anything contained herein, MOBETIZE commits to

provide level 2 support to Licensee and its Customer for a period of at least 6 months (unless mutually

agreed to a longer period ) for each of the three (3) first Customers of Licensee, commencing after Licensee

receives acceptance from Customer and system go-live. An indicative example of the scope of Licensee

responsibilities is provided in the Attachment I as level 1 and level 2 responsibilities. Annual Support

Service is available for MOBETIZE products and third party products. Annual Support Service for Third

Party Products, is provided under the same terms and conditions as for MOBETIZE Products where this is

made possible by MOBETIZE’s support agreement with the respective Third Party. MOBETIZE will assess

interaction with MOBETIZE Product and co-ordinate and track Reported Issues as they relate to Third Party

Products. All Annual Support Service shall be provided for a minimum time period of twelve (12) months

(the “Annual Support Period”). The initial term of the Annual Support Service shall be for a period of one

(1) year (the “Initial Annual Support Period”). Thereafter, the Annual Support Period shall automatically be

renewed for successive twelve (12) month periods unless the parties agree in advance to renew for some

other period, or if notice is given by either party to the other of their desire not to renew the Agreement at

least 90 days prior to the expiration of the then current term.

4. Subcontracting

MOBETIZE shall be entitled to subcontract all or a portion of its software support obligations to one or

more subcontractors, as long as Licensee is previously informed of the subcontractor’s identity and has no

objection to it. In any event, despite the subcontracting, MOBETIZE remains fully responsible for all the

acts and omissions of subcontractor as per this Agreement.

6. Annual Support Service

Annual Support Service is available for the current and immediately prior Major Releases of the supported

Product identified herein. Annual Support Service activities are described in detail in Attachment I. Under

Annual Support Services, MOBETIZE provides Licensee with the services and deliverables described

herein but is not responsible for the exclusions also described herein. Licensee is responsible for meeting

the pre-requisites described below in Section 6.1.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

6.1 Prerequisites

a. Licensee shall make its computer environment available for Site Certification, participate in such Site

Certification, undertake necessary remedies as identified through the certification process to achieve

Site Certification, and have maintained the certified computing environment to Site Certification

standards until commencement of the Software Support Order. MOBETIZE will provide Professional

Services at its then current rates to perform the certification, such services not to be unreasonably

withheld;

b. Licensee shall establish Communications channel and remote access software, both as specified by

MOBETIZE, in order that MOBETIZE support personnel have secure access to the Licensee’s computer

configuration related to the Product for the purpose of providing the support services contemplated

herein.

c. Licensee shall establish tape back-up facilities with appropriate formats and compatibility as specified

by MOBETIZE, suitable for producing copies of the Licensee’s Production Database and other related

computer files as needed to provide the support services contemplated herein.

Furthermore, Licensee agrees to meet these prerequisites by the Support Start Date and to maintain these

conditions throughout the Support Term.

6.2. Service Scope

a. Production: provides Licensee with the technical support and information needed to operate Product

applications for Licensee’s designated end user support personnel;

b. Services required by Licensee for implementation are excluded from the Annual Support Service and

can be requested as Time and Materials.

6.3. Call Windows

The standard Call Window is 7:00am to 5:00pm Pacific Standard Time or Pacific Daylight time when this

adjustment is in effect in the Pacific Time Zone. For critical production Reported Issues the critical

production Call Window is 24 hours for cell phone contact and call back service.

6.4 Problem Response Time Table

a. MOBETIZE will achieve the response times indicated below for Reported Issues. Reported Issues will

be dealt with based on the Problem Severity Classifications as defined in Section 10 and providing that

the Licensee supplies all inputs to MOBETIZE in accordance with Attachment I for the support level

services as agreed by MOBETIZE and the Licensee on the Software Support Order.

Software License Agreement

EXHIBIT 10.1

MOBETIZE USA Inc.

Problem/ Reported Call Back/

Assigned

Work Around

Permanent

Status Update

Issue Severity

Acknowledge

Correction

(based on

Problem Severity

as defined in

section 10)

Critical Production 1 hour

1 hour

4 hours

2 day

Every 4 hours

Impact

High Production 2 hours

Within 4 hours

8 hours

3 days

As available

Impact

after call back

Medium

Within 1 Business

Within 1 business

Within 5 business 30 days

As available

Production Impact

day during

day

days

Standard Call

Window

Low

Production Within 1 business

As prioritized by

None

Next Update

None

Impact

day during

MOBETIZE

Standard Call

Window

b. Both parties shall engage in reporting, tracking and handling Reported Issues in accordance with

processes and procedures provided to Licensee in writing and published by MOBETIZE from time to

time and which includes the assignment of a unique number to the Reported Issue for tracking purposes.

c. MOBETIZE shall notify Licensee if any Reported Issue has been fixed by MOBETIZE in a more recent

software Release of the Product by providing Licensee with the Software Release number.

d. Where MOBETIZE deems it necessary to analyze a copy of the Licensee’s Product and its related

Production Database in order to recreate a Reported Issue, and subject to Section 5.2 of the Agreement,

Licensee will deliver to MOBETIZE promptly and at Licensee’s cost current backup tapes of Product

and its related Production Database, in accordance with published tape specifications provided to

Licensee in writing and published by MOBETIZE from time to time, provided that MOBETIZE will not

produce any copies of such tapes without the Licensee’s prior written consent and will return all such

tapes (including any copies thereof) to Licensee forthwith upon receipt of written notice by Licensee.

6.5. Remote Support Access

In the event that Licensee request MOBETIZE assistance, and in order to avoid an on-site visit where such

visit may not be required in order to resolve a Reported Issue, MOBETIZE’s technical support staff may

provide support through Licensee’s remote access to operate the applicable computer remotely in order to

diagnose and repair technical problems.

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6.6. Bulletins

MOBETIZE will publish bulletins, as it deems necessary from time to time, strictly as an advisory service

for those Licensees who may be affected by the information contained in the bulletin.

6.7. Patches

MOBETIZE will provide reasonable assistance to Licensee in Licensee’s efforts to correct software logic

errors in the Product by advising of suitable technical or operational process either to circumvent or avoid

the error (“work around”), or by releasing a Patch on the condition that:

a. Licensee describes with specificity the nature of the suspected error and the circumstances in which it

occurs; and,

b. MOBETIZE, using its reasonable efforts, is able to reproduce the Reported Issue; and,

c. The Reported Issue has not already been fixed by MOBETIZE in a more recent release of the Product

than the release used by the Licensee.

7. Maintenance Release

MOBETIZE will prepare Maintenance Release periodically and will prepare and remotely implement

Releases as they are released for general availability. Licensee shall implement Maintenance Release in

their entirety in the order in which they are released by MOBETIZE as indicated by their sequential release

number.

8. Version and Major Releases

Version and Major Releases will made available to Licensee by MOBETIZE from time to time, as they

become generally available. It is important that Licensee implement the Version and Major Releases, which

provide upgraded capabilities to the Product. The cost of implementing any Version and Major Releases is

the responsibility of Licensee. Both parties agree to exert, commercially reasonable efforts in order for

Licensee to remain using the Current Release or immediately prior Major Release of Product as its

Production Database. Licensee shall implement Version and Major Releases in their entirety in the order in

which they are released by MOBETIZE as indicated by their sequential release number.

9. Exclusions

The following support activities are specifically excluded as part of the Annual Support Service and

MOBETIZE shall have no obligation to perform these activities on Licensee’s behalf. Should MOBETIZE

perform any of these services upon request by Licensee, it will be done on a Time and Materials basis:

a. Correction of problems and assistance regarding problems caused by operator errors such as entering of

incorrect data, use of incorrect data for posting, not following operating and backup procedures or other

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MOBETIZE USA Inc.

errors resulting from nonconformance to the recommended usage of the Product as published by

MOBETIZE in its Documentation and as supplemented from time to time by Bulletins;

b. Correction of problems and assistance regarding problems with Customization, new application

development or with derivative products created by Licensee;

c. Changes required for Licensee to comply with new or amended regulations set by governments,

regulatory authorities or other third parties;

d. Correction of problems and assistance regarding problems resulting from breaches to Licensee security

of the Product from internal or external agents, known or unknown to the Licensee;

e. End User education and training;

f. Consulting services;

g. Acceptance testing or installation of changed software delivered to Licensee per sections 6.7, 7 or 8 of

this Schedule C Notwithstanding anything contained herein, if Licensee is required to do an upgrade and

this upgrade causes any operational changes and Licensee is required to do additional testing, it will be

considered part of the Annual Support Service, therefore no additional fees shall be charged.

h. Support related to failure of the Licensee to meet and maintain the Full Support Service pre-requisites

described in Section 6.1 of this Schedule C;

i. Support related to Incompatible Configurations for:

1. Software support services provided by MOBETIZE for those parts of Products which are experiencing

malfunctions or difficulties in connection with the Incompatible Configuration, provided those parts of

Products are identifiable and can be so isolated

2. Correction of errors attributable to the computer configuration or deviations from standards used for the

Site Certification including, but not limited to, hardware products, third party software products or

services;

3. As long as Licensee continues to use the Incompatible Configuration.

10. Problem Severity Classifications

MOBETIZE shall make every effort to reduce the severity level so that system operations are restored or a

technical, operational or procedural method of working around the Reported Issue (“Work Around”) is

installed as soon as possible following receipt of notice from Licensee. Where appropriate, MOBETIZE will

work full time until the issue is resolved or the severity reduced; this may include or require a system Patch.

The following are MOBETIZE’s Problem Severity Classifications for Reported Issues encountered in

production use of Product as per section 6.4:

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EXHIBIT 10.1

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Critical Production Impact

Reported Issue meets the following criteria:

 System is down;

 Basic fundamental capabilities necessary to run the business to be inoperable; rating, billing, invoicing

etc and there is no work around available;

 Caused incorrect financials data to be stored on the database and there is no work around available;

 Caused incorrect financial results to be visible to the Licensee and there is no work around available.

High Production Impact

Reported Issue meets the following criteria:

 System is down on an intermittent basis but there is a work around available;

 Basic fundamental capabilities necessary to run the business to be inoperable; rating, billing, invoicing

etc. and there is a workaround available.

 Caused incorrect financial data to be stored on the database and there is a work around available;

 Caused incorrect financial results to be visible to the Licensee and there is a work around available;

Medium Production Impact

Reported Issue meets the following criteria:

 Internal reporting or financial data is incorrect but the data is accessible otherwise by a work around;

 Caused incorrect financial results to be visible to Licensee and the work around is corrective (does not

prevent the situation from occurring but corrects the situation afterwards).

Low Production Impact

Reported Issue meets the following criteria:

 A question related to business functionality and process;

 All other production related reported issues in routine maintenance priority.

In this context, resolution/disposition does not necessarily imply “fixing” the Reported Issue. MOBETIZE

may determine that a Reported Issue is not a malfunction of the Product, or may release the correction as

part of a Future Maintenance release.

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Attachment I

Product Annual Support Service

MOBETIZE Responsibilities:

Note: all Level 2 and 3 issues must be written and reported in English and reproduced in a supported

Language Product version (i.e. English) if necessary. Issues are reported to the MOBETIZE Support Desk

by way of emails, telephone calls and/or fax from Licensee.

Level 2 - Site Software Management

Site software management service includes responsibility for managing communication between Product

software users including Help Desk, Site Operations and Level 3 for all application software issues.

1. Technical advice, counsel and answers to appropriate questions on product usage and function;

2. System operation procedure and configuration advice;

3. Act as an escalation point for Help Desk and Site Operations;

4. Correction of technical problems (fixes) related to Product or to the enhancements and modifications;

5. Provide procedural, technical, operational and development work around to other teams;

6. Timely escalation to Level 3 Support for “critical” and “high” Production support issues that cannot be

resolved by level 1 and level 2 support personnel;

7. Timely assistance to Level 3 Support including but not limited to diagnosis, “fix” installation,

configuration management and data.

Level 3

This is the highest level of application support and maintenance and is provided by MOBETIZE’s Support

Team. The Licensee support team has priority access to MOBETIZE key technical specialists including

those in the Product Research and Development group. Level 3 Support provides last recourse technical

assistance to resolve End User problems. Level 3 Support encompasses:

1. Problem logging /prioritizing /monitoring /escalating and reporting;

2. Problem analyzing /recreating /resolving /dispatching and providing a work around when necessary;

3. New software releases of core product application (as applicable) to provide enhanced application

function, at mutually agreed upon terms, and problem correction;

4. Product correction and assistance with system work around. Core Product and engine problems will be

resolved through an appropriate combination of workaround, patches and Product Maintenance

Releases;

5. Notification to users of special processes required by the system on an ongoing or periodic basis;

6. Priority access to the following Time and Material services:

(a) Advanced operations, application production and maintenance assistance for “Critical” and “High”

production issues during system implementation;

(b) advanced operations, application production and maintenance assistance for “Critical” and “High”

non-core production issues once the system is in operation;

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EXHIBIT 10.1

MOBETIZE USA Inc.

“High” application development issues; emergency environment support; on-site assistance.

Licensee Responsibilities

Level 1 Licensee Responsibilities

The Licensee is responsible for acquiring and providing their own adequate technical and organizational

competence to carry out the computer operations and software management responsibilities independently of

MOBETIZE. In some cases, Licensee may outsource these responsibilities to a qualified third party as

agreed upon by MOBETIZE. The following general descriptions of level 1 and 2 responsibilities are

provided as an indicative example only:

 Level 1 - Licensee Help Desk - Site Operations

Level 1 - Help Desk - Site Operations

Help Desk service is an operational interface between the End Users and the Computer Operations

providers. It may include such responsibilities as:

1. Help Desk initial Problem Determination;

 Problem logging/ tracking/ reporting;

 Problem dispatch as necessary;

2. Handle all End User issues including, report delivery, ordering of special reports, special runs, customer

data, input errors, and special circumstances as agreed upon by both parties;

3. Process Customer information maintenance items such as customer profiles and rate changes etc;

4. Coordinating all third party problem resolution.

Site Operation service includes the ongoing responsibility for operations of all equipment and facilities

required by the Customer to operate Product. It includes the following:

1. Installation, operation and maintenance of the computing “configuration” including all hardware,

network, local area network, system software, database management software and all other

environmental systems such as power, air conditioning and security (physical and computer);

2. Tracking all operational and environment changes;

3. Initiating, monitoring and completion of all required computer operations tasks;

4. Completing all routine operating and semi routine operating steps including;

 Day end; month end, period end, year end;

 Rating, Billing and reporting processing;

 Interface to other systems and data backup;

 Operational recovery plans (hardware, network, disaster recovery, system amends);

 Installation of new application (customizations) software;

 Special runs (patches, special customer reports etc)

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EXHIBIT 10.1

MOBETIZE USA Inc.

Schedule D-

Customization Software Development, Pricing Schedule

Software Development, Customization and Implementation Pricing

MOBETIZE Software Development, Customization and Implementation

Projects

Project Description

Development Type

Delivery

Price

Date

***

MOBETIZE 5.0 on going Professional Services Pricing Structure

Product Description

***

***

Project Customization and Implementation Team

MOBETIZE is providing a project team of 8-10 highly skilled and experienced professionals, backed up

by solid payments and telecommunications and billing knowledge.

Project Manager

___________________

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXHIBIT 10.1

MOBETIZE USA Inc.

The Project Manager duties are:

 Initial business flow analysis;

 Project manage and coordinate activities between TATA and MOBETIZE;

 Schedule regular meetings;

 Manage project plan;

 Project risk mitigation;

 Monitor milestones.

User Requirements Engineer/Business Analysts

The User Requirements Engineer duties are:

 Definition of business requirements;

 Documentation of all configuration needs;

 Complete an analysis of any gaps;

 Manage timelines and deliverables;

 Complete system analysis of table structures and reporting requirements

 Deliver detailed System Analysis for table structures and process flows

 Fully document all TATA business Rules

 Define all use case and testing scenarios

Solutions Architect/Engineers and Programmer Analysts/QA

The Software Engineers duties are:

 Design overall solutions strategy/architecture;

 Evaluate Gaps;

 Assess all API integrations;

 Review all input/output and table structures for data integrity

 Develop all business rules and table configurations based on specific TATA requirements

 Testing and Quality Assurance

 System installation and implementation

 QA

 System Acceptance

 System go-live

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EXHIBIT 10.1

MOBETIZE USA Inc.

SCHEDULE E

Company Compliance Certification

As a matter of policy, Tata Communications Limited and its subsidiaries (“TCL”) do not pay and do not condone paying

bribes to anyone. Companies engaged by TCL are prohibited from giving, offering, authorizing or participating in any

bribes, kickbacks, or similar payments or consideration of any kind, whether at home or abroad, to any person or entity

(including but not limited to any customers or potential customers, government officials, political parties, candidates for

political office or any intermediaries such as agents or attorneys) in order to:

• Influence official acts or decisions of that person or entity;

• Obtain or retain business for, or direct business to, TCL; or

• Secure any improper advantage.

Companies engaged by TCL are also prohibited from providing gifts, meals entertainment or anything of value to any

person or entity in connection with TCL business unless it is provided in accordance with TCL policies.

It is also TCL's policy to strictly comply with all applicable Anti-bribery Laws, including, but not limited to, the U.S. Foreign

Corrupt Practices Act (“FCPA”). The FCPA and similar laws in other jurisdictions broadly prohibit payments or offers to

make payments to government officials or political parties in order to obtain, retain or direct business. For purposes of

this Certification, a “government official” includes any official or employee of a government agency, regulatory authority

or entity owned or controlled by the government, any political candidate or member of a political party, and any official or

employee of a public international organization (e.g., United Nations, World Bank). For purposes of this Certification, an

“immediate family member” means an individual's spouse, parents, children, and siblings and the spouses of his or her

parents, children, and siblings.

Other Anti-bribery Laws, such as the U.K. Anti-bribery Act, as well as many local laws, prohibit bribes paid to employees

of private commercial entities, and as noted above, TCL policy forbids the payment of bribes to any party, whether

associated with a private commercial entity or a government entity, regardless of whether the payment is legal in the

jurisdiction in question.

CERTIFICATION

I, hereby certify, on behalf of MOBETIZE (“Company”) that:

1. I am authorized to enter into this contract on behalf of the Company and to make the following representations and

warranties on behalf of the Company.

2. I have read and understand the prohibition on bribery imposed as a matter of TCL policy and under the laws

described above, and the Company has complied and will continue to comply with TCL policy and all applicable Anti-

bribery Laws.

3. Except as otherwise disclosed to TCL in writing as an attachment hereto, (a) none of the Company's directors,

officers, senior managers, consultants, shareholders, partners and/or owners, and (b) none of their immediate family

members, is a Government Official (as defined above);

4. The Company and its directors, officers, senior managers, consultants, shareholders, partners and/or owners have

not taken and will not take any action in furtherance of an unlawful offer, promise, or payment to or for the benefit of any

person or entity, including any Government Official;

5. The Company and its directors, officers, senior managers, consultants, shareholders, partners and/or owners shall

not use any fees, commissions or other payments made to it by TCL in violation of TCL policy or any Anti-bribery Laws;

and policy available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇.▇▇▇ and

agrees to comply with the same in the performance of the services.

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MOBETIZE USA Inc.

6. The Company has caused its relevant personnel to read the Tata Code of Conduct available at

▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and the Tata Communications Anti-corruption

Signed this_______1st________ day of__February____________, 2017______________

Company

Witness

/s/ ▇▇▇▇ ▇▇▇▇

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Please Print Name: ▇▇▇▇ ▇▇▇▇

Please Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

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EXHIBIT 10.1

MOBETIZE USA Inc.

SCHEDULE F

DATA PROTECTION SCHEDULE

DEFINITIONS:

1.1 “Applicable Law” means any law, statute, declaration, decree, directive, legislative enactment,

order, ordinance, regulation, rule or other binding restriction to which any Party to the Agreement

is subject and which is applicable to a party’s obligation under this Agreement;

1.2

“Personal Data” means any information or set of information relating to a person that identifies

such person or could be used to identify such person, including without limitation, a person’s

name, address, telephone number, email address or call data records;

1.3 “TC Personal Data” means any Personal Data from or about any Tata Communications entities

employees, customers, contractors or others that Vendor may have access to or receive from TC

pursuant to this Agreement;

1.4 “Privacy Laws” means any applicable law, regulation or binding policy of any governmental

authority that relates to the security and protection of Personal Data;

1.5 “EU Standard Contractual Clauses” shall mean the standard contractual clauses issued by the

European Commission for the transfer of Personal Data to countries that are not recognized by the

Commission as providing adequate protection for such Personal Data;

1.6

Expressions "Data Subject", “Data Processor”, “Data Controller”, “Process” and “Processing” shall

have the meanings ascribed to them by Directive 95/46/EC of the European Parliament and the

Council of the European Union;

1.7

Personal Data Security Breach shall mean (i) the loss or misuse (by any means) of any TC Personal

Data; (ii) the inadvertent, unauthorized and/or unlawful processing, destruction, disclosure,

corruption, modification, sale or rental of any TC Personal Data; or (iii) any other act or omission

that compromises the security, confidentiality, or integrity of TC Personal Data.

1.8

Vendor shall mean MOBETIZE, supplier, reseller and/or any entity that supplies services and/ or

materials to any Tata Communications entity.

TERMS AND CONDITIONS:

The following terms and conditions shall apply with respect to all TC Personal Data:

2.1

Generally: Parties acknowledge that with respect to any TC Personal Data processed under this

Agreement, TC is the Data Controller and Vendor the Data Processor. Vendor acknowledges that

pursuant to applicable Privacy Laws, TC is required to obtain certain undertakings from the Vendor

with regard to the collection, use, storage, disclosure, transfer and protection of Personal Data.

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EXHIBIT 10.1

MOBETIZE USA Inc.

2.2

Restrictions on Use: Vendor shall ensure that all TC Personal Data it receives, stores, and collects

pursuant to this Agreement, is processed only in accordance with TC's instructions from time to

time, and shall be accessed and used by Vendor only to perform its obligations under this

Agreement, and as specifically permitted under this Agreement or as otherwise instructed in

writing from time to time by TC.

2.3

Vendor Personnel: Only authorized employees of Vendor, who have a legitimate business need to

meet the Vendor's obligations herein, shall be provided access to TC Personal Data and such access

is limited to such part or parts of the TC Personal Data as is strictly necessary for performance of

the duties of an authorized employee of the Vendor. Vendor shall implement all measures

reasonably necessary to ensure that its personnel are informed of the confidential nature of TC

Personal Data and comply with the obligations set out herein, including providing its personnel

with the necessary training so that such persons can correctly, lawfully and safely process TC

Personal Data.

2.4

Disclosure to Third Parties: Vendor is not authorized to disclose or transfer TC Personal Data to

any third party without prior written approval of TC. Any such approval granted by TC may be

subject to such conditions as ▇▇ ▇▇▇▇▇ appropriate, including any requirement that the proposed

third party recipient of TC Personal Data should enter into a data processing agreement directly

with TC or with the Vendor. Such Data processing agreement may consist of EU Standard

Contractual Clauses or terms that are substantially the same as the obligations contained in this

Schedule. Vendor shall remain fully responsible for the acts and omissions of its agents, affiliates,

vendors, subcontractors and/or any third party with whom it contracts or who Processes TC

Personal Data on Vendor’s behalf.

2.5

Legal and Regulatory Compliance: While processing any TC Personal Data, Vendor shall comply

with all applicable Privacy Laws. Upon TC’s request, Vendor shall enter into appropriate data

transfer agreements with TC as needed and as mutually agreed upon to satisfy cross-border

transfer obligations relating to Personal Data, such as the EU Standard Contractual Clauses

between Data Controllers and Data Processors, or other similar agreements relating to other

countries. Vendor shall take any other steps reasonably requested by TC to assist TC in complying

with any notification, registration or other obligations applicable to TC or any of its Affiliates under

Privacy Laws, with respect to processing of Personal Data under this Agreement.

2.6

Cross-border transfer of TC Personal Data: Vendor shall not, and will procure that its affiliates

and subcontractors shall not, transfer TC Personal Data out of a country or territory, except:

(a) Between member states of European Economic Area;

(b) Between countries or territories which are at the time subject to a current finding by the

European Commission under Article 25(6) of the Directive that it provides adequate protection

for Personal Data within the meaning of Article 25(2) of the Directive;

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EXHIBIT 10.1

MOBETIZE USA Inc.

the US Department of Commerce in consultation with the European Commission;

(d) If the transfer is covered by a contract between the data exporter (entity transferring the

Personal Data) and the data importer (entity receiving the Personal Data) incorporating the EU

Standard Contractual Clauses; or

(e) On written approval of TC and then subject to any additional restrictions reasonably required by

TC for compliance with Privacy Laws.

2.7

Audit rights: Vendor shall keep a record of any processing of TC Personal Data it carries out on

behalf of TC and shall provide TC with a copy of all TC Personal Data held by it in the format and on

the media reasonably specified by TC. Vendor shall provide TC and its authorized representatives

the right, on reasonable notice and during normal business hours (except if TC believes that the

Vendor is in breach of any of its obligations herein), to access and inspect the systems utilized by

Vendor to process TC Personal Data. TC, its agents, auditors (internal and external), regulators and

other representatives as TC may designate (collectively, Reviewers) may inspect, examine and

review the systems, records, data, practices and procedures of Vendor (and its subcontractors)

that are used in rendering the Services or pertain to the Services (collectively, Security Reviews) to

verify the integrity of TC Personal Data and compliance by Vendor with the data privacy,

protection, confidentiality and security requirements of this Agreement. Vendor shall provide TC

with all necessary materials, documents and other information to enable TC to confirm that

Vendor has complied with its obligations herein.

2.8

Security: Vendor agrees and warrants that it shall:

(a)

take appropriate physical, technical, organizational and administrative safeguards to

protect TC Personal Data against any Personal Data Security Breach in accordance with the

Privacy Laws[, including the law of [Insert Name of Member State] which implements Article 17

of the Directive] and shall provide TC with a statement of the technical and organizational

safeguards adopted in order to meet the Vendor's obligations herein (within the timescales

required by TC);

(b)

promptly provide TC with written notice any Personal Data Security Breach affecting

TC Personal Data processed by Vendor. Such notice shall summarize in reasonable detail the

impact of such Personal Data Security Breach; and

(c)

co-operate fully with TC to investigate, remediate, and mitigate the effects of the

Personal Data Security Breach, and take all appropriate corrective action including, at the

request of TC (and at the expense of Vendor where the Personal Data Security Breach is due to

the fault of Vendor), providing notice to all persons whose Personal Data may have been

affected by the Security Breach.

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EXHIBIT 10.1

MOBETIZE USA Inc.

2.9

Response to requests and enquiries: Vendor shall promptly comply with any request from TC

requiring the Vendor to amend, transfer or delete any TC Personal Data. Vendor must inform TC

promptly, but in any event no later than 7 business days following the Vendor’s receipt thereof (i)

of any inquiry, demand or complaint received by Vendor from a Data Subject with respect to TC

Personal Data processed by Vendor, including but not limited to requests for access and/or

rectification, and all like requests, and Vendor shall not respond to any such requests unless

expressly authorized to do so by TC; (ii) to the extent permitted under Applicable Law, any judicial

or administrative order, demand, warrant, subpoena or any other document by a government

authority seeking access or disclosure of TC Personal Data. Further, Vendor shall fully cooperate

with TC if TC wishes to limit, challenge or protect TC Personal Data against such disclosure or

access and with respect to any action TC takes against or in relation to an inquiry, demand or

complaint.

2.10 Return/ Destruction of TC Personal Data: Save for any instructions to the contrary, at the

termination or expiration of the Agreement, or when requested to do so by TC, Vendor must hand

over to TC all TC Personal Data and copies thereof or if requested by TC, must erase or destroy

such data in accordance with the requirements under Privacy Laws.

2.11 Appointment of Subcontractors: Vendor may only authorize a third party subcontractor to

process the TC Personal Data, provided that:

(a) the Vendor has obtained TC's prior written consent and supplied TC with full details of such

subcontractor; and

(b) the contract entered into between the Vendor and the subcontractor :

i. is on terms which are substantially the same as those set out in this Agreement; and

ii. terminates automatically on expiration or termination of this Agreement for any reason.

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MOBETIZE USA Inc.

SCHEDULE G

SAMPLE SOFTWARE ESCROW AGREEMENT

1.1.

At an escrow agent to be mutually agreed upon by the Parties (“Escrow Agent”), and at the sole

expense of the Licensee, MOBETIZE agrees to deposit with Escrow Agent one copy of all the constituent

elements of the Product, including but not limited to source and object code of all software licensed to

Licensee in connection with this Agreement, the Software Documentation (as defined below), the compiler,

libraries, end-user and administrator documentations, specifications and design documents.

1.2.

MOBETIZE may, from time to time, update, improve or modify the Product licensed to Licensee in

connection with this Agreement. MOBETIZE agrees to deposit or cause to be deposited with the Escrow

Agent, at the time such updates, improvements or modifications are made, one copy of such modified

constituent elements of the Product.

1.3.

The occurrence of any of the following events (“Release Events”) shall provide the Licensee the

right to request the Escrow Agent to release and deliver the contents of the escrow (“Escrow’s Contents”) to

the Licensee, and MOBETIZE hereby agrees that Escrow Agent is authorized to release and deliver the

contents of the escrow to the Licensee upon the occurrence of any of the following events:

a. MOBETIZE ceases to carry on business;

b. There is a change of control of MOBETIZE and the new controlling entity does not agree to the term of

the Agreement;

c. MOBETIZE files for, or becomes a party to, any involuntary bankruptcy, and does not remain debtor in

possession or trustee of the estate, and its business is not continued by another corporation or entity who has

agreed to assume MOBETIZE’s obligations;

d. MOBETIZE fails, or ceases to provide, the warranty (described in XXXXXXXX) for the Product under

this Agreement and such failure is not cured within thirty (30) days after written notice thereof from

Licensee to MOBETIZE;

f. All the key employees leave the company, under the following conditions and limitations:

•

Should all the key employees voluntarily leave before the end of the Agreement, or voluntarily leave

within twelve (12) months after the effective date of the Agreement or in the event of death or dismissal for

cause, MOBETIZE shall give a written notice of such leave within five (5) days to Licensee, and shall

propose a replacement within thirty (30) days following the announcement to Licensee. Licensee will have

thirty (30) days following the proposed replacement to approve or refuse the replacement. Upon any

Licensee refusal of proposed candidate, MOBETIZE will have an additional thirty (30) days to find and

receive Licensee approval of another replacement;

•

For the purpose of this Agreement, Licensee considers key employee to be ▇▇▇▇ ▇▇▇▇;

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EXHIBIT 10.1

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1.4.

If, per effect of clause 1.3, Licensee will have access to the Escrow’s Contents, Licensee agrees that

it will use the Escrow’s Contents for maintaining the same functionality and developing new functionalities

within Licensee Mobile Financing Services and associated services, before provided by the Product

For purposes of this Sample Escrow Software Agreement, “Software Documentation” shall mean:

1- Requirements - Statements that identify attributes, capabilities, characteristics, or qualities of a system.

This is the foundation for what will be or has been implemented.

2- Architecture/Design - Overview of software. Includes relations to an environment and construction

principles to be used in design of software components.

3- Technical Specifications - Documentation of code, algorithms, interfaces, and APIs.

4- End user - Manuals for the end-user, system administrators and support staff.

For purposes of this Sample Escrow Software Agreement, the word “Agreement” shall mean the “Software

Application License, Customization Development and Service Level Agreement” as well as any

attachments, Exhibits and Schedules and eventual Amendments (herein all collectively referred to as the

“Agreement”)

Software License Agreement

LEVEL AGREEMENT

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Document Metadata

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