SOFTWARE LICENSING AND TRANSACTION SHARING AGREEMENT -REDACTED

Exhibit 10.1

SOFTWARE LICENSING AND TRANSACTION SHARING AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of August 22, 2022 (the “Effective Date”), is made by and between The OLB Group, Inc., a Delaware corporation (collectively, with its subsidiaries, “OLB”), and Cuentas Inc., a Florida corporation (collectively, with its subsidiaries “Cuentas”).

RECITALS

WHEREAS, OLB, through its wholly-owned subsidiaries, develops, designs and operates private merchant payment services, solutions and experiences;

WHEREAS, Cuentas and OLB will establish a merchant services relationship whereby Cuentas and OLB will seek to sell or rent OLB’s point-of-sale (POS) devices to merchants in the network established by Cuentas SDI, LLC (“SDI”) for the merchants in the SDI network (the “Cuentas/SDI Merchants”);

WHEREAS, Cuentas will use reasonable best efforts to have [REDACTED] agree to provide its [REDACTED] reload capability to the SDI Merchants that agree to rent or purchase the OLB POS devices in their respective merchant locations;

WHEREAS, Cuentas will market the OLB-branded products under the processing platform under the Cuentas [REDACTED] processing agreement whereby a white label application for payment processing and debit cards shall be created;

WHEREAS, OLB will develop for Cuentas’ Mobile App and associated products, an Application Programming Interface (API), databases and servers at no cost to Cuentas to allow for the registration, approval and onboarding of consumers onto the Cuentas GPR/Mobile App/Mobile Wallet platform (“Cuentas Platform”) currently hosted by CIMA Telecom Group with complete functions as currently available through the Cuentas App and associated products and services.

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

2. DEFINITIONS.

As used herein, the following terms have the following meanings:

1.1 “Cloud Presence” means any point of presence maintained on the Internet or on any other public data network. With respect to any Cloud Presence maintained on the World Wide Web, such Cloud Presence includes all HTML pages (or similar unit of information presented in any relevant data protocol) that are identified by the same second-level domain (such as OMNISOFT.com) or by the same equivalent level identifier in any relevant address scheme.

1.2 “Cuentas Customer” means the end-users of the Cuentas digital-wallet and general purpose reloadable (GPR) prepaid cards.

1.3 “Cuentas Content” means the Marks, forms, graphical and text information, and other tools and content which are supplied by Cuentas..

1.4 “Cuentas Providers” means currently [REDACTED] , [REDACTED] Bank and any other such other providers as Cuentas may develop in the future.

1.5 “Cuentas White Label Products/Services” means the providing of white label products, including OLB-branded pre-paid debit cards and a Bank Identification Number (BIN) for OLB only, provided and sponsored by the Cuentas/[REDACTED] network.

1.6 “Fees” means payments by Merchants directly to Cuentas for (i) annual and monthly subscription fees, and (ii) all fees or charges for additional fee based services provided to Cuentas Merchants for any Omnicommerce services who have subscribed to such additional services from or through Cuentas, all of which are subject to change at the discretion of OLB on not less than 30 days’ notice to Cuentas.

1.7 “[REDACTED] Products” means individual [REDACTED] products that [REDACTED] has authorized Cuentas to sale through the Cuentas/[REDACTED] product agreement, including negotiating with [REDACTED] the sale of the [REDACTED] Reload Products through a proposed broker agreement, which Products are currently sold through a Feature or a point-of-sale (POS) device as are set forth on Schedule A attached hereto.

1.8 “Intellectual Property Rights” means any patents, copyrights, Trademarks, trade secrets, database rights, know-how, moral rights and other intellectual property or proprietary rights arising under the laws of any jurisdiction.

1.9 Marks” means those Trademarks provided by Cuentas providers to Cuentas and OLB providers to OLB for use by Cuentas and OLB in connection with the branding of a merchant solution subject to the terms and conditions of such use as imposed by the Cuentas or OLB providers.

1.10 “OLB Features” means those features selected by Cuentas to be offered, from time to time, by OLB in conjunction with an Omnicommerce for that particular Cuentas area. The complete set of available OLB Features as of the date of this Agreement can be found at http://shopfast.com/features, or at any replacement URL established by OLB for that purpose.

1.11 “OLB Services For Cuentas Benefit” means the (i) initial integration of the OLB White Label Products/Services with the Cuentas Content and all related software and hardware implementation relating to the [REDACTED] Products and (ii) implementation of the communication between Cuentas’ developed mobile app, mobile wallet, Cuentas Providers, issuing banks, databases and [REDACTED] processing services utilizing the API relating to the GPR and Mobile App Products & services, including without limitation integrating into the API the various statement of work applications transferred to Cuentas by CIMA Telecom as set forth on Schedule B attached hereto (“Cuentas GPR-Mobile-App”) and/or support required for the Cuentas GPR-Mobile-App’s continuing operation and growth, and (iii) ..

1.12 “OLB Services For OLB Benefit” means the (i) implementation of the communication between OLB’s developed applications and [REDACTED] processing services utilizing the [REDACTED] API relating to the [REDACTED] Products and (ii) sale or rental of OLB’s point-of-sale (POS) devices to the Cuentas SDI Merchants. In connection therewith, Cuentas shall execute an Independent Sales Organization Processing Agreement in the form substantially similar to the form attached as Exhibit A attached hereto.

1.13 “OLB Tools” means the software, forms, graphical and text information, and other tools and content which are supplied by OLB to provide the Services.

1.14 “OLB White Label Products/Services” means the providing of the white label cloud presence allowing white label branding to Cuentas, from time to time, provided by OLB, including the creation of an Omnicommerce, provided by OLB.

1.15 “Omnicommerce” means a Cloud Presence that: (a) is linked from a Cloud Presence controlled by Cuentas via API services provided by OLB into a central Database, (b) is designed and developed by OLB for use by Cuentas and is operated by Cuentas under the supervision of OLB (i.e., each Cuentas and OLB shall have joint administrative access rights), (c) offers Products for sale to Cuentas Customers, and (d) features the Marks associated with the Cuentas Providers.

1.16 “Omnicommerce Link” means a hypertext link from a Cloud Presence controlled by an Cuentas Omnicommerce which is designed, developed and/or operated for Cuentas properties.

1.17 “Person” means any natural person, corporation, partnership, Limited Liability Company or other entity.

1.18 “Term” means the term of this Agreement, as described in Section 9.

1.19 “Trademarks” means any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or business identifiers, and any application or registration respecting the foregoing.

2. Services.

2.1 OLB Services For Cuentas Benefit. OLB agrees to provide the OLB Services for Cuentas Benefit in exchange for the revenue sharing set forth in Section 7. OLB will utilize its developers to create the Cuentas GPR-Mobile-App and shall bear all costs associated with said development. Cuentas shall appoint Cuentas’ Chief Technology Officer and Cuentas’ Chief Operating Officer (collectively, the “Cuentas Agents”), who shall consult, monitor, oversee, and advise the OLB developers regarding the development of the Cuentas GPR-Mobile-App and the specifications and expected Features to ensure the finished Cuentas GPR-Mobile-App functions as intended by Cuentas. OLB expects to complete the API code as soon as reasonably possible after the Effective Date.

2.2 Testing of the Cuentas GPR-Mobile-App. Before the launch of the Cuentas GPR- Mobile-App, the OLB developers in consultation with the Cuentas Agents shall as necessary test the functionality, reliability and process of the Cuentas GPR-Mobile-App in a controlled testing environment. Upon approval by the Cuentas Agents of the results of the controlled testing environment to move the Cuentas GPR-Mobile-App into production, the OLB developers, in consultation with the Cuentas Agents, shall perform periodic test of the Cuentas GPR-Mobile-App to ensure continued functionality, reliability and process of the Cuentas GPR-Mobile-App and to remove and repair any bugs or malfunctions in the Cuentas GPR-Mobile-App as soon as practicable.

2.3 Fees and pass through expenses. Cuentas will directly pay for all servers, interconnections, collocation and other connectivity required. Fees and pass through expenses associated with the operation of the Cuentas platform, including without limitation the Cuentas GPR-Mobile-App, shall be born and paid directly by Cuentas. Cuentas will be responsible for all costs of PCI-DSS compliant.

2.4 Cuentas will supply a separate BIN for OLB so it may have its own GPR program and mobile App based on the Cuentas Mobile App. All fees and costs incurred in obtaining the BIN will be paid by Cuentas. All processor servicing fees charged by [REDACTED] will be split pro rata per BIN between Cuentas and OLB.

2.5 All improvements made by OLB to the Cuentas GPR-Mobile-App or any new or additional enhancements, functionality, or features to the Cuentas GPR-Mobile-App, not currently in-use or contemplated (“New Feature”), that may be used by Cuentas and OLB will be developed by OLB in consultation with the Cuentas Agents at no cost to Cuentas. With respect to a New Feature, as such is identified prior to work being performed, that will only benefit Cuentas and not OLB, including at the request of Cuentas, OLB will provide technical services as requested at a rate of $45 per hour to develop the New Feature.

At the request of Cuentas, OLB will provide, in consultation with the Cuentas Agents, development and enhancements assistance to ensure the continuing operation and enhancements of the Cuentas SDI portal at the rate of $45 per hour. OLB will develop in consultation with Cuentas Agents and charge

2.6 OLB Services For OLB Benefit shall be performed with the necessary due diligence and ordinary standard of care to ensure functionality of the OLB Services related to the [REDACTED] products and the OLB POS system.

(i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder;

(ii) the execution of this Agreement and performance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound; and

(iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

8.2 Indemnification. Subject to the provisions of Section 8.3 hereof, each party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other party (the “Indemnified Party”), and the respective directors, officers, employees, shareholders and agent of the Indemnified Party, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees and disbursements) arising out of or in connection with any third-party claim alleging any breach of the Indemnifying Party’s representations or warranties set forth in this Agreement. In addition, Cuentas and OLB (as the “Indemnifying Party”) shall each defend, indemnify and hold harmless the other party (as the “Indemnified Party”) from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third- party claim alleging that any materials (including without limitation the Cuentas Content, the OMNISOFT Tools, software, technology or other content) provided by the Indemnifying Party to the Indemnified Party, contain any material that is obscene, libelous or defamatory, or infringing of any third party Intellectual Property Rights or violates any law. The Indemnified Party agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of any such third party claim. The Indemnified Party shall promptly notify the Indemnifying Party of any such claim of which it becomes aware and shall: (a) at the Indemnifying Party’s expense, provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any such claim and (b) at the Indemnified Party’s expense, be entitled to participate in the defense of any such claim. The Indemnifying Party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without prior written consent of the Indemnified Party.

8.3 Limitation of Liability; Disclaimer.

8.3.1 Liability. EXCEPT AS REQUIRED TO COVER THIRD PARTY INDEMNIFICATION CLAIMS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE SERVICES OR OBLIGATIONS DESCRIBED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS REQUIRED TO COVER THIRD PARTY INDEMNIFI- CATION CLAIMS, EITHER PARTY’S LIABILITY (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF THE PRODUCTS OR SERVICES RENDERED UNDER THIS AGREEMENT, EACH PARTY’S OMNI MERCHANTS AND ANY OTHER ITEMS OR SERVICES FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED ONE HUNDRED THOUSAND DOLLARS.

8.3.2 No Additional Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY CLAIM IN TORT (INCLUDING NEGLIGENCE), ANY PRODUCTS OR SERVICES DESCRIBED THEREON, OR ANY OTHER ITEMS OR SERVICES PROVIDED UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUENTAS ACKNOWLEDGES THAT THE THE CONTENT THEREOF (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY OMNISOFT OR ANY THIRD PARTIES IN CONNECTION WITH OPERATING OR PERFORMANCE OF ANY SERVICES HEREUNDER) ARE PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTY THAT IT WILL CONTINUE TO OPERATE ITS IN THEIR CURRENT FORM, THAT ITS OMNI MERCHANTS WILL BE ACCESSIBLE WITHOUT INTERRUPTION, THAT IT WILL MEET THE REQUIRE- MENTS OR EXPECTATIONS OF THE OTHER PARTY, OR THAT THE CONTENT OR ANY OTHER MATERIALS ON OR THE SERVERS AND SOFTWARE THAT MAKE ITS OMNICOMMERCE AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS.

8.3.3 Sole Remedy. IN THE EVENT OF BREACH OF ANY WARRANTY CONTAINED IN THIS AGREEMENT, CUENTAS’ SOLE AND EXCLUSIVE REMEDY SHALL BE THAT OLB WILL MAKE REASONABLE EFFORTS TO REMEDY SUCH BREACH AS SOON AS PRACTICABLE.

10.1 Non-Competition. During the Term, each party, its partners, shareholders, employees, business interests, successors, assigns, and affiliates (as applicable), will not directly or indirectly, engage in any commercial activity the same or substantially similar to the business as the other party and anywhere in the world. Specifically, OLB will not conduct business in the General Purpose Reloadable (GPR), secured credit card, digital content, international remittances, public transportation payment cards, physical card and/or reloadable card, domestic mobile top-ups, international mobile top-ups, Mexico bill pay, MVNO/MVNE, and WI-FI 6 sharing. Cuentas will not conduct business in the merchant services and point-of-sale devices anywhere in the world (each, a “Competitive Business”). During the Term, each party agrees that it will not directly or indirectly own, operate, manage, employ, or be employed, in any capacity, by any individual or entity engaged in a Competitive Business anywhere in the world.

10.2 Non-Solicitation. During the term of this Agreement, and for five (5) years after termination of this Agreement, unless otherwise agreed in writing,

(a) Cuentas, nor any of its principals, employees, salespersons, agents, subsidiaries, affiliates, or entities in which such principal has any interest, will directly or indirectly, solicit, endeavor to obtain as a customer, contract with or obtain services from or provide services to the following entities or brands:

[REDACTED]

(b) OLB, nor any of its principals, employees, salespersons, agents, subsidiaries, affiliates, or entities in which such principal has any interest, will directly or indirectly, solicit, endeavor to obtain as a customer, contract with or obtain services from or provide services to the following entities or brands:

[REDACTED] ;

10.3 Confidentiality. Attached as Exhibit B hereto is the Mutual Confidentiality, Non-Circumvent and Non-Disclosure Agreement dated July 27, 2022 between Cuentas and OLB (the “NDA”). The parties acknowledge that the continuing business relationship covered by this Agreement will be subject to, and the parties will continue to abide by, the terms and provisions of the NDA.

(a) OLB retains all rights, title and interest in and to the Omnicommerce (including, without limitation, any and all content, data, URLs, domain names, technology, software, code, user interfaces, “look and feel”, Trademarks and other items posted thereon or used in connection or associated therewith.

(b) Cuentas shall own all rights, title and interest in and to (i) the Cuentas GPR-Mobile- App, (ii) the Cuentas Digital wallet, Cuentas digital content, E-Gift, any and all physical gift card, and Cuentas cross border international remittances, (iii) the Marks, along with all Intellectual Property Rights associated with any of the foregoing. All goodwill arising out of OLB’s use of any of the Marks shall inure solely to the benefit of Cuentas.

(c) After termination of this Agreement, each party shall return the property of the other party and cease any further use of said property.

12.1 .

IN WITNESS WHEREOF, the parties hereto have each duly executed and delivered this Agreement as of the Effective Date.

Schedule A – Products

[REDACTED]

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