EXHIBIT 10.1

  
 EXHIBIT 10.1
 

 Ad2 Inc. and Seratosa, Inc.
 SOFTWARE LICENSE AGREEMENT
 

 June 1, 2015
 

 

 Ad2 Limited, a Company incorporated in the Republic of Seychelles (“Ad2”) and Seratosa, Inc., a Delaware corporation (“STOA”) have agreed to establish this SOFTWARE LICENSE AGREEMENT in order to provide STOA worldwide rights to deploy, utilize, and market the Wechat Backstage Platform (hereinafter "the Technology").
 

 Ad2 owns and/or has rights to certain computer software programs, known collectively as the Wechat Backstage Platform (“the Technology”), that are useful in creating, managing and coordinating channels for product sales via Wechat. The components of the Technology are listed in Appendix A.
 

 

 1. SCOPE OF LICENSE
 

 1.1 LICENSE GRANT.  A non-exclusive license to Ad2 Technology: Ad2 grants STOA a License to deploy, utilize, market and sell the Technology worldwide.
 

 1.1.1 TERRITORY.  The Territory of the license shall be worldwide.
 

 1.1.2 TERMS.  The license shall be granted for 5 years upon signing of this agreement and may be extended by another 5 year upon mutual consent.
 

 1.1.3 ASSIGNMENT.  STOA will have the right to assign the License to any party, only upon express, written consent of Ad2 which shall not be unreasonably withheld.
  
 1.2  LOGO.  STOA will be granted the rights to use the Technology Logo's, branding and marketing collateral for any and all purposes in the support of the marketing of this Technology, which includes but is not limited to advertising, brochures, sales sheets, and other promotional materials and at all appropriate trade shows.
 

 

 2.LICENSE FEES.
 

 In return for the License granted above, STOA agrees to provide shares of common stock of STOA, valued at US$1 Million (US$1,000,000) to Ad2, payable upon signing of the SOFTWARE LICENSE AGREEMENT. The issuance price will be pegged at .005 per share or equivalent ratio in the event of a reverse split of the Company's common shares.
 

 

 3. MARKETING AND SUPPORT
 

 3.1 STOA MARKETING AND SALES EFFORTS. STOA shall use best efforts to promote and market the Licensed Software to Retailers and Suppliers in order to maximize the licensing and distribution of the Licensed Software to Retailers and Suppliers worldwide.
  
 


 
  
 3.2 Ad2 MARKETING AND SALES EFFORTS. Ad2 shall use its commercially reasonable efforts to support and assist STOA in promoting and marketing the Technology to Wechat customers worldwide.
  
 

 4. INSTALLATION, TRAINING, TECHNICAL SUPPORT AND MAINTENANCE
 

 STOA shall be responsible for conducting all activities required to utilize the Technology to gain new customers, sell products and services and market to potential strategic partners.
 

 

 5. OWNERSHIP AND PROPRIETARY RIGHTS.
  
 Ad2 shall retain all title, copyright and other proprietary rights in and to the Licensed Software.
 

 

 6. GOVERNING LAW.
 

 This Agreement shall be governed in all respects by the laws of Hong Kong.
 

 

 7. TERMINATION.
 

 Either party, may terminate this agreement with a 30 day written notice.
 

  
 /s/ Dennis KAM Thai Leong
 /s/ Brent Y. Suen
 Dennis KAM Thai Leong
 Brent Y. Suen
 Director
 President and CEO
 Ad2 Limited
 Seratosa, Inc.
 Offshore Incorporations (Seychelles) Limited
 138 Queens Road, 11F, V. Heun Building
 P.O. Box 1239, Offshore Incorporations Centre
 Central, Hong Kong, SAR
 Victoria, Mahe, Republic of Seychelles
 


 
 

 Appendix A
 

 (Translation from Chinese)
 

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 The existing Wechat Backstage basic functions 
	  

	 Name
	 Function
	  
	  
	  
	  
	  
	  

	 

 Website 
	 

 Quickly helps enterprises create Wechat mobile websites
	  
	  
	  
	  
	  
	  

	 

 

 360 degree full view
 

	 

 

 Interactions, free browsing, Experience of 3D VR visual vision 
	  
	  
	  
	  
	  
	  

	 Customize menu 
	 Enterprise Wechat information for  "navigation"
	  
	  
	  
	  
	  
	  

	 

 

 Intelligent automatic customer service
 

	 

 

 Smart reply,  fast human customer service, No dropped calls
	  
	  
	  
	  
	  
	  

	 WeChat member card 
	 Wechat  shows the membership card in the mobile phone, convenient to 
 carry and never lost

	  
	  
	  
	  
	  
	  

	 WeChat activity 
	 Using a variety of activities designed to attract your fans


	  
	  
	  
	  
	  
	  

	 Reservation 
	 Online booking, improved enterprise profits  
	  
	  
	  
	  
	  
	  

	  
	 

	  
	  
	  
	  
	  
	  

	 WeChat photo album 
	 Enterprise images, lets users better understand enterprise information 
	  
	  
	  
	  
	  
	  

	 

 

 Shopping mall 
	 

 

 Create the brightest and best of mobile electronic business 
	  
	  
	  
	  
	  
	  


 


 
 


 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

 

 Data statistics 
	 

 

 Real-time statistics of public accounts of followers, focused marketing analytics, 
 timely adjustment 
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  
	  

	 Customer service


	 Instant messaging, fast communication with fans, improve the stickiness of fans 


	  
	  
	  
	  
	  
	  

	 The existing CRM backstage functions


	  
	  
	  
	  
	  
	  
	  

	 Name
	 Function
	  
	  
	  
	  
	  
	  

	 QR-code
 

	 Quick and easy way of interacting with customers. By scanning the QR-code, 
 can provide customer service and collect related information at the same time
 

	  
	  
	  
	  
	  
	  

	 Social platform management
	 Multi-social platform – unified management and information release.
Multi-social account – unified platform management.
Text, pictures, video, multimedia information release.
 Tracking data statistic after information release.
Fans intelligence batch management.
Information collection and management.
Fans group characteristics data statistics.
Send information delivery time can be set automatically
 Send information to the social platform for automatically checking the settings. 
	  
	  
	  
	  
	  
	  

	 

 

 LBS positioning system
	 

 

 Member position information into the CRM system
List of member stores that are closest, and show on the map. 
It can calculate the navigation route information. 
Stores event information. Member position information into the CRM system

	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  
	  

	 CRM system

	 Working out the problems cannot be effective to establish member management systems via call physical channel customers Implements effective membership information input and management analysis with QR-code, social platform management system, physical channel, e-business platform, media promotion, activity. Intelligent system of data collection and analysis, understand their customers, to the target customers and loyal customers marketing more effective. As a development strategy for the enterprises long-term basis, members of large data reserve for the enterprise provides the possibility of future development.