Exhibit 10.1 


 


SYNDICATION AGREEMENT


 


This
Syndication Agreement (the "Agreement") shall be effective this 17 day of April 2015 (the "Effective
Date").


 


	BETWEEN:	Yellow Pages
    Digital & Media Solutions Limited, a corporation duly incorporated having a place of business at 16 Place du Commerce,
    Verdun, Québec H3E
	 	2A5
    (hereinafter referred to as "YP")
	 	 
	AND:	UBL Interactive,
    Inc., a corporation duly incorporated having a place of business at 6701 Carmel Road, Suite 202, Charlotte, North Carolina
    28226
	 	(hereinafter
    referred to as "UBL")


  


WHEREAS
YP offers a number of services to its customers, including the ability to syndicate their Business Listing ("YP Content")
throughout a network of website publishers;


 


WHEREAS
UBL is a technology provider engaged in publishing or syndicating content through a network of website publishers (the "UBL
Network");


 


AND
WHEREAS UBL shall syndicate and provide analytical reporting for the YP Content throughout the UBL Network and grant a license
to the UBL Technology in accordance with the terms and conditions herein (collectively referred to as the “Services”);


 


NOW
THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the sufficiency
of which is hereby acknowledged, it is agreed as follows:


 


	1.	DEFINITIONS



 


API
means an Application Program Interface developed or utilized for the purpose of this Agreement.


 


Business
Listing means a business entity detailed by but not limited to: name, address, phone numbers, email, website address, hours
of operation, description texts, images, video, deals, possible service links and such related information as related to a Business
Listing of the YP Customer. Any portion of a Business Listing can be updated unlimited number of times during Term, including
new additions and removals.


 


Distribution
Properties means the website publishers available for syndication of YP Content as enumerated in Schedule E.


 


UBL
Real Time Network means the YP approved list of Distribution Properties as enumerated in Schedule A and as may be updated
from time to time by the Parties per Section 2.5.


 


YP
Content the YP Customer Business Listing transferred to UBL for syndication over the UBL Network.


 






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YP
Customer means an entity that has contracted with YP to obtain or receive a set of defined YP products or services.


 


	2.	LICENSE
                                         AND SYNDICATION OF CONTENT 



 


	2.1	UBL
                                         hereby grants to YP a non-sublicensable, non-transferable right and license to the Diagnostic
                                         Audit Tool, Syndication Technology, API, Software, UBL Licensed Third Party Technology,
                                         and related UBL Technical Components (“UBL Technology”) associated
                                         with Services covered under this Agreement. UBL shall provide YP with any upgrades and
                                         enhancements to the UBL Technology as available, within a reasonable time period that
                                         will be defined jointly by the parties.



 


	2.2	UBL
                                         hereby agrees to provide YP continuous, unobstructed, and technically supported access
                                         to a current version of the UBL Technology, including the Diagnostic Audit Tool technology.
                                         YP shall use the UBL Technology and more particularly the Diagnostic Audit Tool for active
                                         or prospective YP Customers to analyze and validate their YP Content on various Distribution
                                         Properties as enumerated in more detail in Schedule B.



 


	2.3	The
                                         Parties hereby agree to create and maintain an API (or series of APIs as technically
                                         required) whereby YP shall provide the YP Content to UBL who shall distribute it over
                                         the UBL Network. UBL agrees to develop and maintain the Services and to implement the
                                         API, the whole in accordance with the technical specification found in Schedule B, the
                                         reporting specifications found in Schedule D, and at the service levels established in
                                         Schedule C.



 


	2.4	UBL
                                         hereby agrees to create and maintain a technical framework and workflow process for YP
                                         Content in support of all required automatic and manual claiming syndication to Distribution
                                         Properties, in accordance with the technical specification found in Schedule B.



 


	2.5	YP
                                         Content Syndication: YP will provide direction to UBL, as part of the YP syndication
                                         service construct and the technical specification found in Schedule B, on which Distribution
                                         Properties of the UBL Network listed in Schedule A it wishes the YP Content be syndicated.
                                         YP may select different Distribution Properties within the UBL Network to be part of
                                         the YP Content syndication workflow depending on the needs of the YP Customer.



 


	2.6	UBL
                                         Network Composition: On no more than a quarterly basis (every 90 days following the
                                         Commercial Service Date), YP may alter its selection of Distribution Properties in the
                                         UBL Network by providing UBL written notice for a requested removal or addition of a
                                         Distribution Property. UBL shall affirm receipt of the written notice for change within
                                         ten (10) business days. UBL shall execute all changes within a reasonable time period
                                         that will be defined jointly by the parties, ensuring all previous YP Customer orders
                                         for YP Content syndication are maintained without service disruption.



 


	2.7	Each
                                         YP Customer shall be provided a unique identifier per unique location by YP (YP Content
                                         ID) for tracking and reporting purposes. UBL shall provide YP with all detailed Distribution
                                         Property reporting in alignment with the YP Content ID in accordance with the Distribution
                                         Property unique Business Listing alphanumeric identifiers that map to YP Content ID,
                                         and Schedule D hereto



 






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	3.	REPORTING



 


	3.1	UBL
                                         shall provide accurate and continuous reporting for all activities contemplated in this
                                         Agreement to YP as enumerated in Schedule D, including but not limited to: YP diagnostic
                                         audit reporting, YP Content syndication validation, YP Content activity tracking, and
                                         validation of manual claiming syndication activities for YP Customer (collectively “Reporting
                                         Records”).



 


	4.	LICENCE TO PUBLISH YP CONTENT




 


	4.1	YP hereby grants to UBL a limited, non-exclusive, non-sublicensable, non-transferable
right and license for the sole purpose of publishing, transmitting, integrating, and displaying the YP Content on the UBL Network.
UBL shall not be permitted to use the YP Content for any other purpose, including without limitation, to create tools or value
finders, or to mine the content for any other site (including the UBL Network). Should UBL wish to sub-license (ie. re-syndicate)
the YP Content to any other party, it must obtain YP's prior express written consent.




 


	4.2	YP and/or its partners have proprietary rights, including, without limitation,
copyright and trade-mark rights in the YP Content. YP therefore only grants UBL the right the publish, transmit, integrate and
display the YP Content on the UBL Network for the purpose of syndicating the Business Listings as described in Section 2. YP shall
have the right to own, during and following expiration or termination of the Agreement, any and all Distribution Property issued
publishing API Token’s utilized by UBL under this Agreement, that allow for the automatic Business Listing syndication of
YP Content to the Distribution Property.




 


	5.	FEES



 


	5.1	YP shall make monthly payments to UBL for the Services rendered under this
Agreement in accordance with the UBL Network (per Schedule A) of Distribution Properties, the total validated active YP Customers
(“Validated YP Customers”), and the related Fee Schedule found hereto as per Distribution Property Fees in
Schedule E. UBL Reporting Records will provide sufficient detail for YP to determine how the amounts due to UBL were calculated
per Validated YP Customer. YP will remit all undisputed amounts within forty-five (45) days of receipt of the detailed report
from UBL.




 


	5.2	UBL shall provide to YP within seven (7) business days from the start of
each month a detailed report of the current, new or renewed Validated YP Customers in the previous month. Validated YP Customer
is calculated as a YP Customers (unique YP Content IDs) that had YP Content syndicated to the UBL Network and the syndication
was validated back to YP through a completed technical callback log or Distribution Property URL log, that verified the YP Content
was received and/or published by the Distribution Property.




 


	5.3	UBL’s detailed monthly report as described in Section 5.1 and 5.2
of this Agreement will: (i) validate the number of current, new or renewed Validated YP Customers; (ii) validate for each Validated
YP Customer the Distribution Properties in the UBL Network (per Schedule A) where the YP Content was syndicated, and (iii) detail
the cost payable to UBL by YP in that month for each new or renewed Validated YP Customer.




 


	 	5.3.1.	Validated YP Customers receive a minimum twelve-month guarantee on Services,
including twelve-month Services continuity for new or renewed Validated YP Customer sales (orders) introduced on the last day
of the Initial Term of the Agreement. Further documented in Schedule E.




 






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	6	AUDIT




 


	6.1	UBL
                                         shall maintain clear, complete and accurate Reporting Records. All such Reporting Records
                                         shall be maintained during the Term and any Renewal Term for a period of one (1) year
                                         following expiration or termination of the Agreement. YP shall have the right, at its
                                         expense (except as provided below) to audit UBL’s Reporting Records for the sole
                                         and exclusive purpose of verifying performance and associated payment. Such audits shall
                                         be made not more than twice per Term, on not less than ten (10) days prior written notice,
                                         during regular business hours, by a certified public accounting firm reasonably acceptable
                                         to UBL. If the auditor’s figures reflect payment due or performance requires under
                                         this Agreement other than those reported by UBL, then UBL shall pay the amount owed.
                                         If the auditor’s figures show an over payment of more than 5% from the figures
                                         provided by UBL, then UBL shall pay all costs associated with the audit.



 


	7	EXCLUSIVITY



 


	7.1	Throughout the Term, YP shall be the exclusive user of UBL’s technology
and UBL Real Time Network in Canada. UBL shall not offer or support its technology and Real Time Network to any individual or
organization within the territory of Canada, nor offer the Real Time Network services or UBL’s technology directly to any
end-user business customer in Canada. All received inquires by UBL for such services in Canada will be referred to YP through
a mutually agreeable process between the Parties and be considered a YP Customer.




 


	7.2	YP
                                         agrees to provide UBL access to any YP partner or reseller program that includes the
                                         YP syndication service. UBL participation in any YP related program would be in accordance
                                         with the execution of an applicable, separate YP agreement.



 


	8	WARRANTY



 


	8.1	YP
                                         hereby represents and warrants to UBL that YP is either the owner of the YP Content or
                                         YP has the full right, power and authority to enter into this Agreement and to grant
                                         UBL all the rights and License specified herein.



 


	8.2	Except
                                         for the foregoing warranty, YP makes no representations, warranties or conditions of
                                         any kind, either express or implied, as to any matter including, but not limited to,
                                         implied warranties of fitness for a particular purpose, merchantability, non-infringement,
                                         title or otherwise which would extend beyond the representations and warranties contained
                                         herein.



 


	8.3	UBL
                                         hereby represents and warrants to YP that the licenses granted herein, the Services to
                                         be performed under this Agreement, access to the UBL Network and the UBL Technology shall
                                         not infringe any patent, copyright, or other intellectual property rights of a third
                                         party. Further, UBL represents that it has the requisite capacity to grant the licenses
                                         herein and provide the Services as described under this Agreement.



 


	9	TERM
                                         AND TERMINATION



 


	9.1	This
                                         Agreement will become effective as of the Effective Date. An initial term of twelve (12)
                                         months (“Initial Term”) shall commence when an active YP customer begins
                                         making use of the Services described under this Agreement. The Agreement will automatically
                                         renew on the same terms and conditions for additional twelve (12) month periods on the
                                         anniversary date of the Initial Term (“Renewal Term(s)”) unless YP provides
                                         written notice of termination at least sixty (60) calendar days prior to the renewal
                                         date (“Initial Term” and “Renewal Term” are collectively referred
                                         to as “Term”). Notwithstanding the foregoing, YP may terminate this Agreement
                                         for any reason upon a hundred twenty (120) calendar days written notice.



 






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	9.2	Either
                                         party may terminate this Agreement in the event that the other materially breaches any
                                         terms and conditions of this Agreement and fails to cure such breach within thirty (30)
                                         calendar days of receiving written notice from the non-breaching party describing such
                                         breach.



 


	9.3	In
                                         the event either party voluntarily files a petition in bankruptcy or has such a petition
                                         involuntarily filed against it (which petition is not discharged within thirty (30)
                                         calendar days after filing) or is placed in a receivership or reorganization proceeding
                                         or is placed in a trusteeship involving an insolvency, the other party may terminate
                                         this Agreement by giving a written termination notice, which termination shall become
                                         effective upon receipt.



 


	9.4	Upon
                                         expiration or termination of this Agreement, the licenses granted in Section 4 shall
                                         immediately terminate. Any termination shall be without prejudice to any other rights
                                         or remedies that the terminating party may have against the other party with respect
                                         to such default.



 


	9.5	Upon expiration or termination of this Agreement, at YP’s request,
UBL shall continue to offer the Services described hereunder, on the same terms and conditions, for the active YP Customers being
serviced prior to the expiration or termination date (“Transition Customer”), until such time as the Transition Customers
have completed their contractual term with YP. Notwithstanding the foregoing, the transition services will be offered for no more
than twelve (12) months from the expiration or termination date.




 


	10	Change
                                         of Control (Assignment):



 


	10.1	Neither
                                         party may assign or otherwise transfer its rights or obligations under this Agreement
                                         without the prior written consent of the other party (such consent not to be unreasonably
                                         withheld) except that, a party may assign or otherwise transfer its rights or obligations
                                         in whole or in part without such consent to a third party (other than a direct competitor
                                         of the other party) in connection with the merger, consolidation or sale of substantially
                                         all of the assets or voting control of the assigning party (“Change in Control”).
                                         Should during this agreement UBL experience a Change of Control, YP may terminate the
                                         Agreement immediately without penalty, or extend the Term of the Agreement for an additional
                                         twelve (12) months at the pre Change of Control fee structure.



 


	11	ESCROW



 


	11.1	UBL
                                         shall within 15 days of YP’s written notice, deposit the UBL Technology source
                                         code, in escrow in accordance with the Source Code Escrow Agreement attached hereto as
                                         Schedule F. UBL shall deposit into Escrow all updates of the UBL Technology within 30
                                         days of having implemented said update. YP shall obtain a perpetual, royalty-free license
                                         to the UBL Technology and be entitled to immediate receipt and possession of the Source
                                         Code without the need for further action on the occurrence of a change event (known as
                                         a “Release Event”). A Release Event consists of any of the following:
                                         (a) UBL’s decision to no longer offer the Services as described in this Agreement;
                                         (b) should UBL make an assignment for the benefit of its creditors in the context of
                                         a bankruptcy proceeding, file a petition in bankruptcy, be adjudicated insolvent or bankrupt,
                                         file a petition or apply to any tribunal for any receiver, trustee, liquidator or sequestrator
                                         of any substantial portion of its property, commence any proceedings under any law or
                                         statue of any jurisdiction respecting insolvency, bankruptcy, reorganization, arrangement
                                         or readjustment of debt, dissolution, winding-up, composition or liquidation, or otherwise
                                         take advantage of any bankruptcy or insolvency legislation whether now or hereafter in
                                         effect, or if any receiver, trustee, liquidation or sequestrator of any substantial portion
                                         of its property is appointed.



 






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	12	CONFIDENTIAL
                                         INFORMATION



 


	12.1	In
                                         the course of the performance of the Services, YP shall disclose to UBL certain information
                                         which is either non-public, confidential or privileged, whether such information is or
                                         has been conveyed verbally or in written or any other form (and whether such information
                                         has been acquired directly or indirectly such as in the course of discussions or other
                                         investigations by UBL) including, without limiting the generality of the foregoing, any
                                         technical, financial or business information as well as the name of the customers or
                                         partners (whether potential or existing), proposed business deals, corporate strategies,
                                         reports, plans, financial or market projections, trade secrets, technical specifications,
                                         data, software, documents or any other information relating to YP as well as analyses,
                                         summaries, work papers, compilations, comparisons, studies or other documents which contain,
                                         reflect or are generated from such information (the "Confidential Information").
                                         UBL shall (i) not disclose Confidential Information to any third party; (ii) restrict
                                         disclosure of Confidential Information to only those persons who must be directly involved
                                         with the Confidential Information for the Services and who are bound by confidentiality
                                         terms not less restrictive than those of this Agreement; (iii) not copy or reproduce
                                         Confidential Information without the express written permission of YP, except for such
                                         copies as may be absolutely necessary for the Services; (iv) not reverse engineer,
                                         de-compile or disassemble any Confidential Information; and (v) promptly notify
                                         YP upon discovery of any unauthorised use or disclosure of the Confidential Information
                                         and take reasonable steps to regain possession of the Confidential Information and prevent
                                         further unauthorized actions or other breach of this Agreement. The obligations contained
                                         herein shall not apply to Confidential Information that UBL can demonstrate by independent
                                         proof or source (i) was known to UBL before the execution of this Agreement; or
                                         (ii) is independently developed by UBL; or (iii) is or becomes, other than
                                         by an act or omission on the part of UBL generally available to the public; or (iv) is
                                         disclosed to a third party by YP without restriction; or (v) is disclosed pursuant
                                         to a legal requirement or that of a governmental agency, provided (a) YP receives
                                         a thirty (30) day prior written notice of such requirement and UBL fully cooperates
                                         with YP in seeking confidential treatment for any such disclosure; and (b) UBL furnishes
                                         only that portion of the Confidential Information which is mandatory and legally required
                                         to be disclosed.



 


	12.2	UBL
                                         shall return all Confidential Information to YP along with all copies and portions thereof,
                                         or certify in writing that all such Confidential Information has been destroyed within
                                         ten (10) days of receipt of YP’s written request to that.



 






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	13	NOTICES



 


	13.1	All
                                         notices under the terms of this Agreement shall be given to the following addresses:



  


	 	Yellow
    Pages Digital & Media Solutions Limited
	 	Attention :	Senior Vice-President,
    Chief Marketing Officer
	 	Address:	16 Place du Commerce,
    Nuns' Island, Québec, H2A 3A5
	 	Phone:	(514) 934-5800
	 	Fax:	(514) 934-6859
	 	 	 
	 	With a copy to:	 
	 	 	 
	 	Address:	16 Place du Commerce,
    Nuns' Island, Québec, H2A 3A5
	 	Phone:	(514) 934-2888
	 	Fax:	(514) 934-4076
	 	Attention:	Senior Vice-President,
    Corporate Affairs and General Counsel
	 	 	 
	 	 	 
	 	UBL	 
	 	Address:	6701 Carmel Road,
    Suite 202, Charlotte, NC 28226
	 	Phone:	+1 (704) 200-9929
	 	Fax:	None
	 	Attention:	Mr. Doyal Bryant


 


	13.2	Notices
                                         under this Agreement may be sent by registered mail, courier or email. Notices delivered
                                         via registered mail shall be deemed to be received when sender is notified of receipt.
                                         Notices delivered by courier shall be deemed to be received three two (2) business days
                                         from the date they are delivered to courier, and notices sent via email shall be deemed
                                         to be received on the date of transmission.



 


	14	GOVERNING
                                         LAW



 


	14.1	The
                                         laws of the Province of Québec and the laws of Canada applicable therein shall
                                         govern the interpretation, validity and effect of this Agreement and the documents incorporated
                                         by reference, notwithstanding any conflict of laws provisions. UBL and YP agree that
                                         any action or proceeding instituted or related to this Agreement shall be adjudicated
                                         by a court of competent jurisdiction located in the district of Montreal, Province of
                                         Québec, Canada.



 


	15	INDEMNIFICATION



 


	15.1	The
                                         Parties shall indemnify and hold the other harmless along with their respective officers,
                                         directors, employees and representatives from any and all losses, damages or costs, including
                                         reasonable attorney’s fees and expenses suffered or incurred as a result of or
                                         in connection with a breach of the covenants contained herein. Damages being difficult
                                         to ascertain in the event of violation of this Agreement, the Parties agrees that, without
                                         limiting any of its other rights and remedies available at law or in equity, upon breach
                                         of this Agreement a Party shall have the right to obtain specific performance and injunctive
                                         or other equitable relief, without proof of actual damages, as a remedy to any such breach.
                                         Notwithstanding anything to the contrary contained herein a) neither party will have
                                         any liability for any indirect, consequential, exemplary, special, incidental or punitive
                                         damages, in each case, arising out of or in connection with this Agreement (including
                                         any breach hereof) even if such Party has been advised of the possibility of such damages.



 


	16	MISCELLANEOUS



 


	16.1	The
                                         parties are independent contractors, and no agency, partnership, joint venture, employee-employer
                                         or franchisor-franchisee relationship is intended or created by this Agreement. Neither
                                         party shall make any warranties or representations on behalf of the other party.



 






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	16.2	If
                                         any provision herein is held to be invalid or unenforceable for any reason, the remaining
                                         provisions will continue in full force without being impaired or invalidated in any way.
                                         The parties agree to replace any invalid provision with a valid provision that most closely
                                         approximates the intent and economic effect of the invalid provision. Headings are for
                                         reference purposes only and in no way define, limit, construe or describe the scope or
                                         extent of such section.



 


	16.3	This
                                         Agreement, including the documents incorporated by reference, constitute the entire agreement
                                         between UBL and YP with respect to the subject matter hereof and supersede and replace
                                         any and all prior or contemporaneous understandings or agreements, written or oral, regarding
                                         such subject matter.



 


	16.4	If
                                         any of the provisions of the Agreement are determined to be void, invalid or otherwise
                                         unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement
                                         shall remain in full force and effect.



 


	16.5	Neither
                                         party shall be held to have breached this Agreement if they are unable to fulfill their
                                         obligations hereunder by virtue of an event beyond their control, including, without
                                         limitation, war, fire, flood or a labour disruption.



 


	16.6	The
                                         parties have requested that this Agreement be drafted in the English language. Les
                                         parties ont exigé que cette entente soit rédigée en langue anglaise.



 


IN WITNESS
WHEREOF, the Parties executed this Agreement as of the Effective Date.


  


	YELLOW
    PAGES DIGITAL & MEDIA 

SOLUTIONS LIMITED 	 	UBL
    Interactive, Inc.
	 	 	 
	

        /s/
        Rene Poirier
	 	/s/
Doyal Bryant

	YP
                                         Executive: Rene Poirier

         Role:
Chief Information Officer

        
	 	Per:
Doyal Bryant

        Title:
        Chief Executive Officer



 


 





 


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