LEVEL AGREEMENT

EXHIBIT 10.11

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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

SOFTWARE APPLICATION LICENSE, CUSTOMIZATION DEVELOPMENT, AND SERVICE

LEVEL AGREEMENT

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

“Agreement”) made as of September 20, 2016 (the “Effective Date”) between Mobetize Canada

Inc.(“Mobetize”), a British Columbia corporation having an office at 0000-000 Xxxxxxx Xxxxxx, Xxxxxxxxx,

BC, V6C 3A8, Canada and G&F Financial Group, a British Columbia corporation with an office at 7375

Kingsway Street, Burnaby, BC V3N 3B5, Canada (herein “ G&F” 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 smart lending

software (the “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

2.1

MOBETIZE grants Licensee and its Affiliates a nonexclusive, irrevocable, perpetual license to use

an executable copy of the software product listed on the attached Schedule A.

2.2

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.

2.3

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.

2.4

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.

Software License Agreement

EXHIBIT 10.11

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SCOPE OF USE

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.

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 equal to average inflation rate in Canada

during the past calendar year. 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, withholding, property, customs 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.

Software License Agreement

EXHIBIT 10.11

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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

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

Section 2.3 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. Xxxxxxxx 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. Measures include but

are not limited to:

Software License Agreement

EXHIBIT 10.11

________________________________________________________________________________

a. Encrypted Connection for Consumers (HTTPs)

b. VPN implementation for authorized internal users

c. Industry standard database user policy

d. Audited firewalls

e. Encrypted Sensitive Data

f. Abstracted Data Environment

g. Industry standard coding policies and practices (OWASP)

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.

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 OF SOFTWARE

6.1

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

6.2

Retention of Rights by MOBETIZE - 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 or any changes or modifications made to the Software or

related documentation 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 any Software or related documentation of

MOBETIZE.

Software License Agreement

EXHIBIT 10.11

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6.3

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 Software 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 copyright by the combination of the Software with other

software not under license by MOBETIZE 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 the Software 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.

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.

SOFTWARE SERVICES

7.1

None.

7.2

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

cost of training is included in the license acquisition price shown in Appendix A. Licensee shall

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

course of providing such training services. 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 A.

Software License Agreement

EXHIBIT 10.11

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7.3

Software Maintenance - Support or maintenance services pertaining to the Software under this

Agreement shall be as per Schedule C. Licensee acknowledges that all such Services are provided in

the nature of “After-sales 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

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.

8.3

None.

8.4

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

OTHERPARTY 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 HEREIN AND THE CUSTOMIZATION,

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; AND

NEITHER PARTY MAY BRING OR INITIATE ANY ACT OR PROCEEDING

AGAINST THE OTHER ARISING OUT OF THIS AGREEMENT OR RELATING TO

SOFTWARE MORE THAN TWO YEARS AFTER THE PARTY BRINGING OR

INITIATING ANY ACT OR PROCEEDING KNEW OR SHOULD HAVE KNOWN

THAT THE CAUSE OF ACTION HAS ARISEN.

Software License Agreement

EXHIBIT 10.11

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8.6

SEPARATE ENFORCEABILITY - SECTIONS 8.2, 8.3, 8.4, AND 8.5 ARE TO BE CONSTRUED

AS SEPARATE PROVISIONS AND SHALL EACH BE INDIVIDUALLY ENFORCEABLE.

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 six (6) month prior written notice.

9.3a

In the event this agreement is terminated by MOBETIZE according to Section 9.3, ***.

9.4

Rights Upon Termination – Upon expiration or termination of this Agreement for any reason, then,

in addition to any other rights which either party may have, Licensee will promptly return to

MOBETIZE all copies of the Software and any related documentation of MOBETIZE in Licensee’s

possession 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.

10.

AUDIT

10.1

Upon 30 days prior’ written notice, but in no event less than every 12 months, Licensee shall have the

right to enter MOBETIZE's facilities for the sole purpose of verifying customer Software installations.

This Audit shall be performed on a business day, at business hours, shall not disturb MOBETIZE’s

regular business, and shall be fully paid for by Licensee.

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

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EXHIBIT 10.11

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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 by a

single arbitrator pursuant to the Commercial Arbitration Act then in effect in the Province of

British Columbia, Canada. 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

the Province of British Columbia, Canada Law. The party seeking discovery shall reimburse

the responding party for the cost of the production of documents, including search time and

reproduction costs. The arbitration shall be held in the Province of British Columbia, Canada.

The arbitrator shall control the scheduling so as to process the matter expeditiously. The

parties may submit written briefs. The arbitrator shall rule on the Claim by issuing a written

opinion within thirty (30) calendar days after the close of the hearings. The time frames

specified in this Section 11 (b) may be extended upon mutual agreement of the parties or by

the arbitrator upon a showing of good cause.

(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,

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.

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EXHIBIT 10.11

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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 Canada Inc.

0000-000 Xxxxxxx Xxxxxx

Vancouver, BC V6C 3X8

Attention: Xxxx Xxxx, CEO

Email: xxxxx@xxxxxxxx.xxx

Licensee:

G&F Financial Group

0000 Xxxxxxxx Xxxxxx

Burnaby, BC V3N 3B5

Attention: Xxxxx Xxxxxxx

Email: xxxxxxxx@xxxx.xxx

12.4

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

Province of British Columbia, Canada.

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.

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, representatives, 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.

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EXHIBIT 10.11

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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 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.

12.14 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.

12.15 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 Washington, 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.

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 Canada Inc.

G&F Financial Group.

/s/ Xxxx Xxxx

/s/ Xxxxx Xxxxxxx

Authorized Signatory

Chief Executive Officer

Vice-President of Information Technology

Title

September 27, 2016

September 20, 2016

Date of Signature

Software License Agreement

EXHIBIT 10.11

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Schedule A – Mobetize Pricing Schedule

SMART LENDING SOFTWARE LICENSING

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

Note: Pricing attributable to *** will be charged in US dollars.

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

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EXHIBIT 10.11

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TRANSACTION FEES

***:

 ***

***:

***

***.

TIME AND MATERIALS FEES

Services outside of the scope of this agreement and attached Schedules A, B, C, and D ***.

________________________

*** 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 10.11

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Schedule B – Licensing *** Schedule

***.

***:

***

***:

***

***:

***

***.

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

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EXHIBIT 10.11

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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.

2. Definitions

For the purpose of this Schedule C and all related documents, the terms listed below shall be defined as

follows:

“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.

“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.

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

“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.

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

Customer requirements.

“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.

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

regular business functions.

“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.

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

which requires a major data conversion.

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EXHIBIT 10.11

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“Locations” means all locations where Products are installed.

“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.

“MOBETIZE Products” means those Products that are owned or developed by MOBETIZE.

“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.

“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.

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“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 supercede 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.

“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.

“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.

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. 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.

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EXHIBIT 10.11

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4. Subcontracting

MOBETIZE, with approval of G&F, shall be entitled to subcontract all or a portion of its software support

obligations to one or more subcontractors.

5. Ownership of Products

Each of the parties acknowledges and agrees that any and all rights to MOBETIZE products, including the

intellectual property rights relating thereto, shall remain the property of MOBETIZE. Further, any software

developed by MOBETIZE for Licensee whether on contract or otherwise shall remain the property of and be

owned by MOBETIZE. Licensee shall have a non-exclusive license to use said software in accordance with

the terms of this Agreement.

Each of the parties acknowledges and agrees that changes to any and all rights to Third Party Product shall

not be effected by 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.

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, Xxxxxxxx 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.

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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

a. MOBETIZE will make all reasonable efforts necessary to achieve the response times indicated below for

Reported Issues. Reported Issues will be dealt with based on the Problem Severity 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.

Problem/ Reported Issue Call Back/ Acknowledge Assigned

Severity

(based on Problem Severity

as defined in section 10)

Critical Production Impact

Immediate During

Immediate after call back

Standard Call Window

High Production Impact

Immediate During

Within 4 hours after call back

Standard Call window

Medium Production Impact

Within 1 Business day during Within 1 business days

Standard Call Window

Low Production Impact

Within 1 business day during As prioritized by 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 implement Releases as they

are released for general availability.

8. Version Releases

Version Releases will be made available by MOBETIZE from time to time. MOBETIZE shall implement

Version Releases in their entirety 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

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;

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e. End User education and training;

f. Consulting services;

g. Acceptance testing of changed software delivered to Licensee per sections 6.7, 7 or 8 of this Schedule C;

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:

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;

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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.

11. Data Requirements

All data will be stored, replicated, and computed upon in Canada.

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Attachment I

MOBETIZE 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 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;

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

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Licensee Responsibilities

Level 1 Licensee Responsibilities

The Customer 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;

 Inquiry handling and determination of materiality

 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. 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;

 Special runs (patches, special customer reports etc)

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Schedule D-Customized Software Development and Pricing Schedule

Mobetize Software Development Costs

Component

Category

Days

Cost

***

TOTAL

***

***.

***

________________________

*** 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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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

The Project Manager duties are:

 Initial business flow analysis;

 Project management and coordination of activities between G&F and MOBETIZE;

 Scheduling regular meetings;

 Project plan management;

 Project risk mitigation;

 Monitoring milestones.

User Requirements Engineer/Business Analysts

The User Requirements Engineer duties are:

 Definition of business requirements;

 Documentation of all configuration needs;

 Completion of analysis of any gaps;

 Managing timelines and deliverables;

 Completion of system analysis of table structures and reporting requirements

 Delivering detailed System Analysis for table structures and process flows

 Full documentation of all business Rules

 Definition of all use cases and testing scenarios

Solutions Architect/Engineers and Programmer Analysts/QA

The Software Engineers duties are:

 Designing overall solutions strategy/architecture;

 Gaps evaluation;

 Assessing all API integrations;

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

 Developing all business rules and table configurations based on specific requirements

 Testing and Quality Assurance

 System installation and implementation

 QA

 System Acceptance

 System go-live

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LEVEL AGREEMENT

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