Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2022, Cuentas, Inc. ("Cuentas") signed a SOFTWARE LICENSING AND
TRANSACTION SHARING AGREEMENT with The OLB Group, Inc. ("OLB), a Delaware
corporation whereas OLB, through its wholly-owned subsidiaries 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") and Cuentas will use reasonable best efforts to interconnect its
reload agreement with the OLB POS platform for use in qualified merchant
locations. Cuentas will market the OLB-branded products under the processing
platform as a Cuentas white label application for payment processing and debit
cards. 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") with
complete functions as currently available through the Cuentas App and associated
products and services.
OLB agrees to provide OLB's Services for Cuentas' benefit in exchange for
revenue sharing and OLB will utilize its developers to enhance the Cuentas
GPR-Mobile-App.
Before the relaunch of the Cuentas GPR-Mobile-App, the OLB developers in
consultation with Cuentas shall as necessary test the functionality, reliability
and process of the Cuentas GPR-Mobile-App in a controlled testing environment.
Upon approval by Cuentas 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.
All net revenue generated by OLB from the following: (i) net revenues from the
sale or rental of OLB POS devices to Cuentas SDI Merchants, (ii) all other net
revenues generated by OLB arising from or related to the OLB POS devices elected
to be utilized by the Cuentas SDI Merchants, (iii) all net revenues generated by
OLB from the Cuentas White Label Products/Services, and (iv) to the extent that
the Reload Provider agrees to provide its reload capability through the OLB POS
devices, the net revenues generated by OLB from the reloads shall be split
between OLB and Cuentas.
Cuentas Sharing of Net Revenues. All net revenue generated by Cuentas from the
following: (i) net revenues from each reload purchased though the OLB POS device
through a Cuentas SDI Merchant, (ii) all retail digital products as set forth on
Schedule A sold through a OLB POS device through a Cuentas SDI Merchant or the
Cuentas White Label Products/Services, (iii) mobile top-ups net revenues sold
through a OLB POS device through a Cuentas SDI Merchant: all net revenues to be
split between OLB and Cuentas.
Cuentas White Label Product costs will be invoiced as Cuentas needs to pay its
providers. Net revenue will be shared between the Parties and profits will be
calculated and settled on a 30 net 30 basis (after each 30-day period closes,
the Parties have 30 days to calculate and settle net revenue).
On August 22, 2022, Cuentas, Inc. ("Cuentas") signed a INDEPENDENT SALES
ORGANIZATION PROCESSING AGREEMENT with eVance, Inc., a wholly owned subsidiary
of The OLB Group, Inc.,. ("OLB" or "eVance"), whereby eVance is in the business
of providing credit and debit card processing services to merchants. Cuentas
desires to solicit and refer merchants to eVance for those Services under the
terms of this Agreement.
eVance will provide Merchants with access to Third-Party Authorization Networks,
Settlement and other services to authorize, capture and transmit data relating
to transactions on major credit and debit card networks.
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Item 9.01. Financial Statements and Exhibits
10.1 SOFTWARE LICENSING AND TRANSACTION SHARING AGREEMENT -REDACTED
10.2 INDEPENDENT SALES ORGANIZATION PROCESSING AGREEMENT - REDACTED
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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