Exhibit 4.38


 


Exclusive
Technology Support and


Technology
ServiceS Agreement


 


This Exclusive Technology
Support and Technology Services Agreement (the “Agreement”) is dated as of May 22nd, 2014 (the “Effective
Date”) by and between:


 


	Party A:	 	Beijing Jingwei Sinan Information Technology Co.,Ltd
	Address:	 	Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District
	 	 
	Party B:	 	Beijing Jingwei Zhihui Information Technology Co.,Ltd
	Address:	 	Suite 516, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District


 


Each of Party A and Party B shall be referred
to individually as a “Party” and collectively, the “Parties.”


 


WHEREAS, Party A is a duly
registered and established wholly foreign owned enterprise and desires to provide certain technology support and technology services
necessary for Party B to operates its online games business in China; and


 


WHEREAS, Party B is a limited
liability company incorporated in the PRC; and


 


WHEREAS, Party A has agreed
to provide Party B, and Party B has agreed to accept, certain technology support and technology services to support Party B’s
online games operations.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties for themselves, their successors
and permitted assigns, hereby agree as follows:


 


ARTICLE I


TECHNOLOGY SUPPORT AND TECHNOLOGY SERVICES


 


Section 1.1. Technology
Support and Technology Services. Party A agrees to provide to Party B, and Party B agrees to accept from Party A, technology
support and technology services with respect to the development, maintenance and support of and for server and computer software,
hardware and systems relating to Party B’s online games business (collectively, the “Support and Services”).
Specifically, such Support and Services may include any or all of the following services:


 


(a)       research and development
of relevant software and technologies in accordance with the business and operational needs;


 


(b)       daily maintenance,
supervision, testing and debugging for Party B’s computer network equipment, technology products and software; and


 




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(c)       other relevant technology
support and services as may reasonably be requested from time to time by Party B.


 


Section 1.2. Cooperation
from Party B. Party B agrees to provide Party A with the necessary support and services, including without limitation, relevant
data, technology specifications and instructions, to assist Party B in fulfilling its obligations under this Agreement.


 


Section 1.3. Exclusivity.
Party B agrees that Party A shall be the exclusive provider to Party B of the Support and Services, and that Party B shall not
accept any technology support or services for its business operations, including any support or services similar to the Support
and Services, from any third party without the prior written consent of Party A.


 


Section 1.4. Ownership
of Intellectual Property. Party A shall have sole and exclusive rights to and interests in any rights, ownership, interests
and all intellectual property, including but not limited to copyrights, patents, technology secrets, commercial secrets and others,
arising from the performance by Party A of its obligations under this Agreement, whether developed by either Party. The parties
agree that this article survives the modification, termination or expiration of this Agreement.


 


ARTICLE II


FEES


 


Section 2.1. Fees.
The Parties agree that in consideration for the services to be performed by Party A as set forth in Article I hereto, Party B set
shall pay a service fee to Party A in accordance with Annex A hereto (collectively, the “Service Fees”).
The Parties agree to meet on at least an annual basis to review and discuss an amendment to such service fees. The Annex may be
amended by the Parties based on such negotiations and in accordance with the terms of Section 8.1 of this Agreement.


 


Section 2.2. Out-of-Pocket
Expenses. Party B shall reimburse Party A for any out-of-pocket expenses incurred by Party A in fulfilling its obligations
hereunder.


 


Section 2.3. Late Payment.
An additional penalty of 5% per annum (as calculated on a daily basis) shall accrue with respect to any late fees and payments
in the event that Party B fails to pay the Service Fees in accordance with the terms of this Agreement.


 


Section 2.4.Taxes.
Each Party shall be responsible for any taxes that may be due and payable under applicable laws in connection with the performance
of such Party’s obligations under this Agreement.


 



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ARTICLE III


CONFIDENTIALITY


 


Section 3.1. Confidential
Information. Each Party acknowledges that it may have in its possession, and, in connection with the performance of its obligations
under this Agreement, may receive, confidential information of the other Party (including information in the possession of such
other party relating to its clients or customers) (“Confidential Information” and the Party disclosing such
Confidential Information, the “Disclosing Party”). Each Party shall hold and shall cause its directors, officers,
employees, agents, consultants and advisors (collectively, the “Representatives”) to hold in strict confidence
and not to use except as permitted by this Agreement all such Confidential Information concerning the other Party unless (i) such
Party or any of its Representatives is compelled to disclose such Confidential Information by judicial or administrative process
or by other requirements of applicable law or (ii) such Confidential Information can be shown to have been (A) in the public domain
through no fault of such party or any of its Representatives, (B) lawfully acquired after the Effective Date on a non-confidential
basis from other sources not known by such party to be under any legal obligation to keep such information confidential or (C)
developed by such Party or any of its Representatives without the use of any Confidential Information of the other Party. Notwithstanding
the foregoing, such Party may disclose such Confidential Information to its Representatives so long as such Representatives are
informed by such Party of the confidential nature of such Confidential Information and are directed by such party to treat such
information confidentially.


 


Section 3.2. Return
of Confidential Information. Upon the termination of this Agreement, Party A shall return or destroy, in accordance with Party
B’s requirements, any documents, materials or software that contain Confidential Information, and delete any Confidential
Information from any and all devices, personal computers or servers, and refrain from further using such Confidential Information.


 


ARTICLE IV

INDEMNIFICATION


 


Section 4.1. In the event
that either Party hereto breaches any terms of this Agreement hereunder (the “Breaching Party”), the Party alleging
such breach (the “Non-breaching Party”) may notify the Breaching Party to correct its breaches within ten (10) days
upon receipt of such notice in writing. In case of any damages, the Breaching Party shall indemnify the Non-breaching Party, so
that the Non-breaching Party obtains all rights and benefits as if this Agreement would have been performed.


 


Section 4.2. The Breaching
Party shall indemnify and hold the Non-breaching Party harmless against and from any expenses, liabilities or losses (including
but not limited to the company’s profit losses), lost interests and attorney’s fees that may be sustained by the Non-breaching
Party arising from or in relation to its breaches. The total compensation paid by the Breaching Party to the Non-breaching Party
shall equal the losses arising from any such breaches, and any compensation shall include the benefits that would have been obtained
by the Non-breaching Party as if this Agreement would have been performed; provided, however, that such compensation shall not
be more than the benefits that the Non-breaching Party would have reasonably anticipated.


 




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Section 4.3. The waiver
of any breach may only be made in an instrument executed by each Party. Any writing to be effective. No failure or delay by any
Non-breach Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.


 


ARTICLE V


FORCE MAJEURE


 


Section 5.1. As used in
this Agreement, a “force majeure” shall mean any war, fire, earthquake, flood, rainstorm, snowstorm and any other natural
disaster, or any event that cannot be foreseen, overcome or avoided by the Parties as of the Effective Date.


 


Section 5.2. If a Party
cannot perform or delay to perform all or part of its obligations under this Agreement due to a force majeure, such Party shall
be released from relevant liabilities, but shall continue to perform after the effect of such force majeure is eliminated. If a
Party cannot perform its obligations under this Agreement as a result of such force majeure, the Parties shall negotiate in good
faith to seek an alternative resolution.


 


ARTICLE VI


TERM OF AGREEMENT


 


Section 6.1. Term.
The initial term of this Agreement is ten (10) years commencing from the Effective Date.


 


Section 6.2. Option.
The Parties agree that Party A shall have the right in its sole discretion to extend the term of this Agreement an additional ten
(10) years by notifying Party B at least three (3) months prior to the end of each such ten year term.


 


Section 6.3. Survival.
Article III, Article IV, Article VII and Section shall survive the termination of this Agreement.


 


ARTICLE VII

GOVERNING LAW; DISPUTE RESOLUTION


 


Section 7.1. Governing
Law. The execution, effectiveness, interpretation, performance, amendment, termination and dispute resolution of this Agreement
shall be governed by the laws of the People’s Republic of China.


 




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Section 7.2. Arbitration.
The Parties shall seek to settle any disputes arising from the interpretation or performance of this Agreement through good faith
negotiations. In the event that the Parties are unable to reach a settlement through negotiation within thirty (30) days after
a Party issues a notice to the other Party regarding an alleged breach of or a dispute regarding an interpretation of a provision
of this Agreement, either Party may submit such matter to the Beijing headquarters of the China International Economic and Trade
Arbitration Commission (the “CIETAC”). The arbitration shall follow the current rules of CIETAC, and the arbitration
proceedings shall be conducted in Chinese. The arbitration award shall be final and binding upon the Parties and shall be enforceable
in accordance with its terms. Pending the resolution of any dispute in accordance with the terms of this Section 7.2, the Parties
shall continue to perform their respective obligations in good faith in accordance with this Agreement.


 


ARTICLE VIII

MISCELLANEOUS


 


Section 8.1. Entire
Agreement. This Agreement, including any Annexes, exhibits or schedules, constitutes the entire agreement and understanding
among the Parties in respect of the subject matter hereof and supersedes all prior discussions, negotiations and agreements among
them. This Agreement shall only be amended by a written instrument signed by all of the Parties.


 


Section 8.2. Notice.
Unless otherwise designated by the other Party, any notices or other correspondences among the Parties shall be delivered in person,
by express mail, or registered mail to the following correspondence addresses:


 


	Party A:	 	Beijing Jingwei Sinan Information Technology Co.,Ltd
	Address:	 	Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District
	Tel    :	 	86-10-84481818
	 	 
	Party B:	 	Beijing Jingwei Zhihui Information Technology Co.,Ltd
	Address:	 	Suite 516, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District
	Tel    :	 	86-10-84481818


 


Section 8.3. Binding
Effect. This Agreement, upon being signed by the parties or their duly authorized representatives, shall be binding on the
parties and their successors and assigns.


 


Section 8.4. Headings.
The headings contained herein are inserted for reference purposes only and shall not affect the meaning or interpretation of any
part of this Agreement.


 


Section 8.5. Severability.
In the event that any provision hereof becomes invalid or unenforceable because such provision conflicts with the laws, such provision
shall be held invalid or unenforceable to the extent required by the governing laws, and shall not affect the validity of the remaining
provisions of this Agreement.


 




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IN WITNESS WHEREOF,
the Parties have caused their authorized representatives to enter into this Agreement on the date first written above. 


 


	Party A:	 	Beijing Jingwei Sinan Information Technology Co.,Ltd

(Seal)


 


	By:	 /s/ Liu Jian	 



 


	Name:	   Liu Jian	 
	Title:	   Authorized Representative	 


 


	Party B:	 	Beijing Jingwei Zhihui Information Technology Co.,Ltd

(seal)


 


	By:	/s/ Liu Jian	 



 


	Name:	   Liu Jian	 
	Title:	   Authorized Representative	 


 




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ANNEX A


 


During the term of this Agreement, the Fee
payable by Party B to Party A for the services rendered according to this Agreement shall be based on the specific Fee rate provided
by Party A.


 


Notwithstanding the forgoing, Party A shall
have the right to adjust at any time the specific Fee rate based on the quantity, scope and nature, among other factors, of the
Services provided by it to Party B and and calculate the Fee payable by Party B based on this rate. Unless there is an obvious
fault or material mistake in the rate, the Fee calculated based on this rate shall be the final amount; Party A shall issue the
bill to Party B in accordance with this amount and Party B shall pay the bill within three days upon receipt of the bill.


 


During the term of this Agreement, Party A
shall have the right to waive the Fee(s) under any bill(s) at its sole discretion without the consent of Party B.


 








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