Exhibit 4.39


 


INTELLECTUAL
PROPERTY RIGHT LICENSE AGREEMENT


 


This Intellectual Property Right License Agreement
(the "Agreement") entered in Beijing the People's Republic of China (the “PRC”, excluding the
Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement),
dated May 22nd, 2014 (the “Effective Date”) , by and between


 


		(1)	The Licensor: Beijing Jingwei Sinan Information Technology Co., Ltd



Legal Address: Suite 515, North
Building, Great Creativity Information


Industry Garden, 18
Jiuxiaoqiao Middle Road, Chaoyang District


Legal Representative: Liu
Jian


 


and


 


		(2)	The Licensee: Beijing Jingwei Zhihui Information Technology Co., Ltd



Legal Address: Suite 516, North
Building, Great Creativity Information


Industry Garden, 18 Jiuxiaoqiao
Middle Road, Chaoyang District


Legal Representative: Liu
Jian


 


WHEREAS:


 


		A.	The Licensor, a wholly foreign-owned enterprise registered in Beijing under the laws of the PRC,
is the lawful owner of certain intellectual property rights listed in Exhibit 1 of this Agreement (the “Intellectual Property
Rights”) ;



 


		B.	The Licensee, a limited liability company registered in Beijing under the laws of the PRC, is licensed
to engage in the business of providing value-added telecommunications services;



 


		C.	The Licensor agrees to license the Intellectual Property Rights to the Licensee in accordance with
the terms and conditions set forth herein and the Licensee agrees to accept the license on the terms and conditions set forth herein;



 


NOW THEREFORE, on
the basis of mutual benefit and friendly negotiation, the Licensor and the Licensee agree as follows:


 


		1.	Grant of License



 


		1.1	Covered Intellectual Property Rights



 


Under the terms and conditions hereinafter
set forth, the Licensor hereby grants to the Licensee, and the Licensee accepts from the Licensor, a non-exclusive license, to
use parts of or all of the Intellectual Property Rights, in the Licensee’s operations in the PRC. Without the Licensor’s
prior written consent, the Licensee shall not, by license, sublicense, assignment or in any other manner, permit a third party
to use the Intellectual Property Rights.


 




    	 



    	 



    

 


		1.2	Scope



 


		1.2.1	The Licensee shall only use the Intellectual Property Rights in its own normal business operations.
Without the Licensor’s consent, the Licensee shall not use the Intellectual Property Rights for any other purpose or when
providing services to any third party.



 


		1.2.2	The License in this Agreement is effective in the PRC
(the “Licensed Territory”), and the Licensee agrees that without the prior written consent of the Licensor,
it will not make, or authorize, any direct or indirect use of the Intellectual Property Rights in any regions other than the Licensed
Territory.



 


		1.3	Licensee's confirmation



 


The Licensee confirms that it does
not have any rights, titles or interests of the Intellectual Property Rights except the rights, titles and interests provided for
under this Agreement.


 


		1.4	Prohibitions



 


Licensee undertakes that, at any time
either during or after the Term, it shall not:


 


		1.4.1	commit any act which affects the rights of Licensor in relation to any of the Intellectual Property
Rights; or



 


		1.4.2	apply for the registration of any of the Intellectual Property Rights or any similar intellectual
property right in any country or region in the world.



 


		2.	Payment



 


The Licensee agrees to pay to the
Licensor license fees determined in accordance with the calculation method and the form of payment as set forth in Exhibit 2.


 




    	 



    	 



    

 


		3.	Goodwill



 


The Licensee recognizes the value
of the goodwill associated with the Intellectual Property Rights and the relevant rights, and acknowledges that the Intellectual
Property Rights and goodwill (including but not limited to the goodwill deriving from the Licensee's use) pertaining thereto shall
be the sole and exclusive property of the Licensor.


 


		4.	Confidentiality



 


		4.1	The Licensee shall protect and maintain the confidentiality of any and all confidential data and
information, including without limitation all technological, financial, human resource, strategic and any other relevant information
of the other Party, acknowledged or received by the Licensee from the Licensor (collectively, the "Confidential Information").
Upon termination or expiration of this Agreement, the Licensee shall, at the Licensor's option, return all and any documents, information
or software containing any of such Confidential Information to the Licensor or to the maximum extent permitted by applicable laws
of the PRC, destroy and delete such Confidential Information from any electronic devices. The Licensee shall not disclose, grant
or transfer any Confidential Information to any third party. The Licensee shall disclose the Confidential Information to the necessary
employees, agents or consultants using measures reasonably calculated to ensure the security of the Confidential Information, and
shall urge the necessary employees, agents or consultants to observe the obligations under this Agreement.



 


		4.2	The above limitations shall not apply to the situations as follows:



 


		4.2.1	the Confidential Information becomes available to the public other than by the Licensee’s
disclosure of such Confidential Information;



 


		4.2.2	the Licensee acquired the Confidential Information directly or indirectly from other sources before
receiving it from the Licensor; or



 


		4.2.3	where the Confidential Information is required by law to be disclosed, or, based on general operational
needs, should be disclosed to legal or financial advisors.



 


		4.3	This Article 4 shall survive the termination, rescinding or modification of this agreement.



 


		5.	Representations and Warranties



 


		5.1	The Licensor represents and warrants as follows:



 


		5.1.1	the Licensor is a company duly registered and in good standing under the applicable laws of the
PRC;



 




    	 



    	 



    

 


		5.1.2	the Licensor, subject to its business scope, has full right, power, authority and capacity and
all necessary consents and approvals of any third party and government authorities to execute and perform this Agreement, which
shall not be against any enforceable and effective laws or contracts;



 


		5.1.3	upon its execution by the Licensee, this Agreement will constitute a legal, valid and binding agreement
of the Licensor and will be enforceable against the Licensor in accordance with its terms; and



 


		5.1.4	the Licensor is the lawful owner of, and has sole and
exclusive rights and interests in any intellectual property rights (including without limitation to copyright, trademark right,
patent, know-how and trade secrets, etc.) in connection with, the Intellectual Property Rights.



 


		5.2	The Licensee represents and warrants as follows:



 


		5.2.1	the Licensee is a company duly registered and in good
standing under the applicable laws of the PRC, and is approved by the relevant authorities to provide value-added telecommunications
services;



 


		5.2.2	the Licensee, subject to its business scope, has full right, power, authority and capacity and
all necessary consents and approvals of any third party and government authorities to execute and perform its obligations under
this Agreement;



 


		5.2.3	the Licensee will not use or authorize the use of any
Intellectual Property Rights or symbols which the Licensor judges, at its sole discretion, to be similar to the Intellectual Property
and could cause confusion;



 


		5.2.4	upon its execution by the Licensor, the Agreement will constitute a legal, valid and binding agreement
of the Licensee and will be enforceable against the Licensee in accordance with its terms upon its execution;



 


		5.2.5	the Licensee shall assist the Licensor to the extent necessary in the procurement of any protection
or to protect any of the Licensor's rights to the Intellectual Property Rights. In the event any third party lodges a claim concerning
the Intellectual Property Rights, the Licensor, if it so desires, may commence or prosecute any claims or lawsuits in its own name
or in the name of the Licensee or join the Licensee as a party thereto. In the event any third party infringes any Intellectual
Property Rights, the Licensee shall notify the Licensor in writing of any such infringements, or imitation by others of the Intellectual
Property Rights which may come to the Licensee's attention, and the Licensor shall have the sole right to determine whether or
not any action shall be taken on account of any such infringements;



 




    	 



    	 



    

 


		5.2.6	the Licensee shall use the Intellectual Property Rights only in accordance with this Agreement
and shall not use the Intellectual Property Rights in any way that, in the opinion of the Licensor, is deceptive, misleading or
in any way damaging to such Intellectual Property Rights or the reputation of the Licensor; and



 


		5.2.7	without the Licensor’s consent, the Licensor shall not, and shall not license a third party
to, modify, improve or develop the licensed software hereunder in any manner.  During the effective protection period of the
licensed software, the Licensee agrees that, to the extent permitted by the PRC laws, if there are any results from its modification
or improvement to the licensed software or any new software developed based on the licensed software (collectively “Improved
Software”), any ownership (including without limitation copyright) of such Improved Software as well as any rights and
interests relating to such ownership shall belong to the Licensor.  Notwithstanding any contrary provisions in the PRC laws
providing that ownership to the Improved Software shall belong to the Licensee, the Licensee covenants and agrees to transfer the
ownership on the Improved Software to the Licensor without consideration.



 


		6.	Quality



 


The Licensee shall use its best efforts
to ensure that its operations protect and enhance the reputation of the Intellectual Property Rights.


 


		7.	Promotion Material



 


In all cases where the Licensee makes
promotion material involving the Intellectual Property Rights, the production costs of such material thereof shall be borne by
the Licensee. All copyrights or other intellectual property rights of such material concerning the Intellectual Property Rights
thereto shall be the sole and exclusive property of the Licensor whether developed by the Licensor or the Licensee.


 




    	 



    	 



    

 


The Licensee agrees not to advertise
or publicize any of the Intellectual Property Rights on radio, television, papers, magazines, the Internet without the prior written
consent of the Licensor.


 


		8.	Effective Date and Term



 


		8.1	This Agreement has been duly executed when it is duly signed by an authorized representative of
each party and shall be effective as of the Effective Date. The term of this Agreement is ten (10) years unless earlier terminated
as set forth in this Agreement and shall be automatically extended for additional ten (10) year terms unless either party provides
the other party with notice of its desire to terminate this Agreement.



 


		8.2	Unless any other provisions set forth in written form, this Agreement shall be applicable to any
other intellectual property rights licensed to the Licensee within the term of this Agreement. After the execution of this Agreement,
the Licensor and Licensee shall review this Agreement every three (3) months to determine whether to make any amendment or supplement
to this Agreement.



 


		9.	Record Filing



 


Within three (3) months of the execution
of this Agreement, both the Licensor and the Licensee shall, in compliance with the law of China, make a record filing of the copy
of the Agreement to the relevant authorities. Both the Licensor and the Licensee agree to execute or furnish the relevant documents
required in line with the principal hereof and relevant laws.


 


		10.	Termination



 


		10.1	This Agreement shall expire on the date due or the date when the Licensor's right of ownership
terminates unless this Agreement is extended as set forth above.



 


		10.2	Without prejudice to any legal or other rights or remedies of the party that requests for termination
of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the
event the other party materially breaches this Agreement including without limitation to Sections 5.2.5, 5.2.6, or 5.2.7 of this
Agreement and fails to cure its breach within 30 days from the date it receives written notice of its breach from the non-breaching
party.



 


		10.3	During the term of this Agreement, the Licensor may terminate this Agreement at any time with a
written notice to the Licensee 30 days before such termination. The Licensee shall not terminate this Agreement in prior.



 




    	 



    	 



    

 


		10.4	Article 3, 4, 5.2.5, 5.2.6, or 5.2.7, 15 and 16 shall survive the termination or expiration of
this Agreement.



 


		11.	Force Majeure



 


		11.1	Force Majeure means any event that is beyond the party's reasonable control and cannot be prevented
with reasonable care including but not limited to the acts of governments, nature, fire, explosion, typhoon, flood, earthquake,
tide, lightning and war. However, any shortage of credit, capital or finance shall not be regarded as an event of Force Majeure.
The party affected by Force Majeure shall notify the other party without delay.



 


		11.2	In the event that the affected party is delayed in or prevented from performing its obligations
under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible
for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate measures to minimize
or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of
Force Majeure, and the affected party will not be responsible to such performance and will only be responsible to the delayed parts
of performance. After the event of Force Majeure is removed, both the Licensor and the Licensee agree to resume the performance
of this Agreement with their best efforts.



 


		12.	Notices



 


Notice or other communications required
to be given by any party pursuant to this Agreement shall be written in English and Chinese and shall be deemed to be duly given
when it is delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service to the address
set forth below.


 


	The Licensor:	 	 
	  Address	:	Suite 515, North Building, Great Creativity Information
    Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang
    District
	Tel	:	86-10-84481818 
	  Addressee	:	Liu Jian


 


	The Licensee: 	 	 
	  Address	:	Suite 516, North Building, Great Creativity Information
    Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang
    District 
	Tel	:	86-10-84481818
	  Addressee 	:	Liu Jian


 




    	 



    	 



    

 


		14.	Re-Transfer, Re-License



 


This agreement and all the rights
and duties hereunder are personal to the Licensee. The Licensee agrees that it will not assign, lease or pledge to any third party
without the written consent of the Licensor.


 


		15.	Settlement Of Disputes



 


		15.1	The Licensor and the Licensee shall strive to settle any disputes arising from the interpretation
or performance of this Agreement through negotiations in good faith. In the event that no settlement can be reached through negotiation
within 30 days after one party issues a negotiating notice, 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 Licensor and the Licensee and shall be enforceable in accordance with its terms.



 


		15.2	Except for the issue under dispute, both the Licensor and the Licensee shall perform their own
duties under the Agreement in good faith.



 


		16.	Applicable Law



 


The execution, validity, performance,
interpretation and any disputes in respect of this Agreement shall be governed and construed by the laws of the PRC.


 


		17.	Amendment And Supplement



 


Any amendment and supplement of this
Agreement shall come into force only after a written agreement is signed by both the Licensor and the Licensee. The amendment and
supplement duly executed by both the Licensor and the Licensee shall be part of this Agreement and shall have the same legal effect
as this Agreement.


 


		18.	Entire Agreement



 


This Agreement and all the agreements
and/or documents referenced or specifically included herein constitute the entire agreement between the Licensor and the Licensee
in respect of the subject matter hereof and supersede all prior oral or written agreements, contract, understanding and correspondence
among them.


 




    	 



    	 



    

 


		19.	Severability



 


Any provision of this Agreement that
is invalid or unenforceable due to the violation of relevant laws in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.


 


		20.	Waiver



 


Any waiver of any rights, powers,
or privileges under this Agreement shall not be deemed as a waiver of those rights, powers or privileges hereunder in the future
or any other rights, powers or privileges hereunder then or in the future. Any whole or partial performance of any rights, powers,
or privileges hereunder shall not exclude the performance of any other rights, power, or privileges hereunder.


 


		21.	Exhibits



 


The Exhibits referred to in this
Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.


 


[The space below is intentionally left blank.]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Licensor and
the Licensee hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the
date first written above.


 


The Licensor: Beijing Jingwei Sinan Information
Technology Co.,Ltd


(Company Seal)


 


	By:	/s/ Liu Jian	 






Authorized Representative: Liu Jian  



 


The Licensee: Beijing Jingwei Zhihui Information
Technology Co.,Ltd 


(Company Seal)


 


	By:	/s/ Liu Jian	 






Authorized Representative: Liu Jian  



 




    	 



    	 



    

 


EXHIBIT 1


 


LIST OF LICENSED INTELLECTUAL PROPERTY RIGHTS
UNDER THE AGREEMENT


 


Related software


 




    	 



    	 



    

 


EXHIBIT 2


 


CALCULATION METHOD AND FORM OF PAYMENT OF
LICENSE FEE


 


		1.	Both the Licensor and the Licensee agree that, in consideration
of the IPR which the Licensor licenses to the Licensee, the Licensee shall pay the Licensor license fees.  The amount, payment
method and classification of the license fees and other relevant issues shall be determined based on the precondition that they
facilitate the Licensor’s securing of all preferential treatments under the PRC tax policies, and shall be agreed through
consultation by both the Licensor and the Licensee based on the following factors:



 


		(1)	the number of users purchasing the Licensee’s products
or receiving the Licensee’s service;



 


		(2)	the types and number of the IPR actually used by the
Licensee in selling products or providing services to its users; and



 


		(3)	other factors as agreed upon by both the Licensor and
the Licensee.



 


		2.	Such license fees shall be paid on a monthly basis. 
The Licensee shall, prior to the fifteenth day of each month, pay the license fee for the previous month to the bank account designated
by the Licensor, and fax or mail the copy of the remittance certificate to the Licensor after its remittance of the amount payable.



 


		3.	If the Licensor deems the mechanism for determining license
fees as stipulated hereunder to be inappropriate for whatever reason and needs to be adjusted, the Licensee shall, within seven
(7) working days after receiving the written demand for such adjustment from the Licensor, conduct active and bona fide negotiations
with the Licensor to ascertain new charging standards or mechanism that is based on bona fide adjustments which meet the current
market conditions.  Under any circumstances, if the Licensee fails to respond to such notice within seven (7) working days
of receiving of the notice, it shall be deemed to have accepted the adjustments to the license fees.



 


		4.	No adjustment to the license fees shall affect the effectiveness hereof or the performance of both
the Licensor and the Licensee’ other obligations hereunder.



 


If the Licensor considers it helpful to the
business of the Licensee, the Licensor may, at its sole discretion, reduce or exempt from payment the license fee in whole or in
part.