Exhibit
10.1


 


 


 


 


 


EXCLUSIVE
TECHNOLOGY CONSULTING SERVICE AGREEMENT


 


BY
AND BETWEEN


 


CHUANGXIANG
NETWORK TECHNOLOGY (SHENZHEN) LIMITED


 


AND


 


SHENZHEN
CHUANGXIANG NETWORK TECHNOLOGY LIMITED


  


April
20, 2017


  


 


 


 


 



     


     


    

 


EXCLUSIVE
TECHNOLOGY CONSULTING SERVICE AGREEMENT


 


(Translation
Copy)


 


THIS
EXCLUSIVE TECHNOLOGY CONSULTING SERVICE AGREEMENT (this “Agreement”) is entered into in Shenzhen, China as
of the 20th day of April, 2017 by and between the following two Parties:


 


Party
A: Chuangxiang Network Technology (Shenzhen) Limited


Entity
Registration Number: 440300MA5DAEP93


Registered
Address: Room 201, Buidling A, 1 Qianwan Road 1, Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone (sharing
offices with Shenzhen Qianhai Commerce Secretary Limited)


Legal
Representative: Jiyin Li


 


Party
b: Shenzhen Chuangxiang Network Technology Limted


Entity
Registration Number: 44030034988710X5


Registered
Address: Room 201, Buidling A, 1 Qianwan Road 1, Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone (sharing
offices with Shenzhen Qianhai Commerce Secretary Limited)


Legal
Representative: Jiyin Li


 


(Party
A and Party B individually being referred to as a “Party” and collectively the “Parties”).


 


WHEREAS:



 


		(1)	Party
                                         A is a duly registered and incorporated wholly foreign-owned entity in china, engaged
                                         in technical support and consulting service, and entity management services.



 


		(2)	Party
                                         B is a duly registered and incorporated limited liability company in China, mainly engaged
                                         in developing and producing computer software and application.



 


		(3)	Party
                                         A wishes to engage Party B to provide to it related services, and Party B agrees to provide
                                         Party A with necessary technical support and assistance.



  


NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound,
do hereby agree as follows:


  



    	 	1	 



     


    

 


Article
1: Technology Consulting Service: Exclusive Rights


 


		1.1	During
                                         the term of this Agreement, Party B shall accept the full scope of services in technology,
                                         operation support and relevant technical consulting (the “Services”) as set
                                         forth in Appendix 1 exclusively from Party A and Party A shall provide the Services to
                                         Party B pursuant to this Agreement. Party B shall endeavor to cooperate with Party A
                                         in Party B’s provision of the Services including but not limited to providing reasonably
                                         necessary instructions, information or statements for the provision of the Services.



 


		1.2	Party
                                         B agrees to accept the Services from Party A during the term of this Agreement and without
                                         Party A’s prior written consent, Party B shall not enter into any agreement with
                                         any other third party as to engage such third party to provide to Party B services identical
                                         or similar to the Services provided by Party A. The Parties have agreed that Party A
                                         can designate a third party (who can enter into certain agreement as described in Article
                                         1.3 herein) to provide Services to Party B.



 


		1.3	The
                                         Delivery of the Services. The Parties have agreed that Party B and Party A/designed party
                                         of Party A can enter into separate services agreement to specify the contents, method,
                                         personnel, service fee and other terms of each Service.



 


		1.4	In
                                         consideration of the good relationship between the Parties, Party B has agreed not to
                                         enter into any business cooperation with any third party without the Party A’s
                                         prior written approval and Party A or its affiliates are entitled to a senior priority
                                         rights to cooperate with Party B against any third party on the same conditions. 



  


Article
2: The Calculation and Payment of Technology Consulting Service Fee (hereinafter, the “Service Fee”)


 


		2.1	In
                                         respect of the Services to be provided by Party B pursuant to this Agreement, Party B
                                         agrees to pay the Service Fee to Party A pursuant to Appendix B.



 


		2.2	Party
                                         B has agreed a late fee of five in ten thousand per day on the outstanding amount of
                                         the overdue payment if Party B has failed to pay the service fee and other fee in accordance
                                         with this Agreement.



 


		2.3	Party
                                         A has the right to send its employee or hire registered public accountant in China or
                                         other countries on its own expense (the “Party A Representative”) to review
                                         and investigate the accounting books of Party B to verify the calculation and amount
                                         of Service Fee. Party B shall make the documents, books, records and data available to
                                         the Party A Representative at its request for review and determine the amount of the
                                         Service Fee. Unless there is a material error, the amount of the Service Fee shall be
                                         determined by Party A Representative.



 


		2.4	Except
                                         otherwise mutually consented by both Parties, Party B shall pay Party A the Service Fee
                                         without any deduction or offset of such as bank fees. In addition, Party B shall reimburse
                                         Party A for the fees and expenses incurred by Party A in connection with the performance
                                         of the Services including but not limited to travel and hotel expenses, printing costs
                                         and postages.



  



    	 	2	 



     


    

 


Article
3: Representations and Warranties


 


		3.1	Party
                                         A represents and warrants hereby as follows:



 


		3.1.1	it
                                         is a company of limited liabilities duly registered and validly existing under the laws
                                         of PRC with independent legal person qualification and good standing;



 


		3.1.2	it
                                         has legal capacity to execute, deliver and perform this Agreement within the scope of
                                         the business. If has full corporate power and authorization to execute and deliver this
                                         Agreement, and it has the full power and authorization to complete the transaction referred
                                         to herein. This Agreement shall be executed and delivered by it legally and properly.
                                         It has obtained permits as necessary form third parties and applicable regulatory authority
                                         to execute and deliver this Agreement and complete the transaction contemplated herein.
                                         Its execution and performance of this Agreement do not conflict with any binding agreement
                                         or applicable laws or regulations of PRC;



 


		3.1.3	upon
                                         execution, this Agreement constitutes the legal and binding obligations on it and is
                                         enforceable on it in accordance with its terms and conditions.



  


		3.2	Party
                                         B represents and warrants hereby as follows:



 


		3.2.1	it
                                         is a company of limited liabilities duly registered and validly existing under the laws
                                         of PRC with independent legal person qualification and good standing;



  



    	 	3	 



     


    

 


		3.2.2	it
                                         has legal capacity to execute, deliver and perform this Agreement within the scope of
                                         the business. If has full corporate power and authorization to execute and deliver this
                                         Agreement, and it has the full power and authorization to complete the transaction referred
                                         to herein. This Agreement shall be executed and delivered by it legally and properly.
                                         It has obtained permits as necessary form third parties and applicable regulatory authority
                                         to execute and deliver this Agreement and complete the transaction contemplated herein.
                                         Its execution and performance of this Agreement do not conflict with any binding agreement
                                         or applicable laws or regulations of PRC;



 


		3.2.3	upon
                                         execution, this Agreement constitutes the legal and binding obligations on it and is
                                         enforceable on it in accordance with its terms and conditions.



  


Article
4: Confidentiality and Intellectual Property


 


		4.1	Party
                                         A and Party B shall be obliged to take the reasonable efforts to keep in confidence (i)
                                         the execution, performance and the contents of this Agreement; and (ii) the confidential
                                         documents and information of either Party known to or received by it as the result of
                                         execution and performance of this Agreement; (hereinafter collectively the “Confidential
                                         Information”). Without the prior written consent of the Party disclosing the Confidential
                                         Information, the receiving Party shall not disclose, deliver or transfer Confidential
                                         Information to any third parties (including merger with, being acquired by or being controlled
                                         directly or indirectly by any third party).Upon termination of this Agreement, the Parties
                                         shall return, destroy or otherwise dispose of all the documents, materials or software
                                         containing the Confidential Information and suspend using such Confidential Information.
                                         The Parties shall take necessary measures to limit the recipients of the Confidential
                                         Information necessary personnel, agent or consultant of Party B and to cause such personnel,
                                         agent or consultant enter into respective confidential agreement.



 


		4.2	The
                                         requirement set forth in Article 4.1 above shall not apply to any information which,
                                         at the time of disclosure:



 


		4.2.1	is
                                         or becomes publicly available through no wrongdoing or negligence of Party A or Party
                                         B;



 


		4.2.2	is
                                         or becomes publicly available through no wrongdoing or negligence of Party A or Party
                                         B;



   



    	 	4	 



     


    

 


		4.2.3	is
                                         already in the possession of the receiving Party subject to that such possession is not
                                         directly or indirectly from a third person who is under obligation of confidence to the
                                         disclosing Party; or



 


		4.2.4	is
                                         required to be disclosed by Party A or Party B by judicial or governmental regulatory
                                         action, or required to be disclosed to the legal counsel and financial advisor of Party
                                         A or Party B during its ordinary course of business.



 


		4.3	Party
                                         A shall have exclusive right and ownership to any rights, propriety rights, ownership
                                         or intellectual property (including but not limited to copyright, patent, patent application
                                         right, software, trade secret, technical secret, or other exclusive rights), whether
                                         developed by Party A, or developed by Party A based on Party B’s intellectual property,
                                         or developed by Party B based on Party A’s intellectual property in connection
                                         with the performance of this Agreement. Party B shall execute appropriate document, take
                                         proper action, submit all the documents and/or applications, provide all necessary assistance,
                                         and other actions at the request of Party to secure and perfect Party A’s exclusive
                                         rights and ownership to such rights, propriety rights, ownership or intellectual property
                                         and its protection.



 


		4.4	Notwithstanding
                                         any other provisions herein, the validity of this Article shall not be affected by the
                                         suspension or termination of this Agreement.



  


Article
5: Indemnification and Compensation


 


		5.1.	During
the valid term of this Agreement, Party B shall indemnify and keep Party A harmless from any and all losses Party A suffers or
may suffers and pay the Service Fee in connection with all completed Services if Party B terminates this Agreement in advance
without a course. Unless otherwise set forth in this Agreement, if Party B fails to fulfill its obligations under this Agreement
whether in part or in full and does not correct it within 30 days of receipt of Party B’s notice or has made untrue representation
or warranty under this Agreement, it is in breach of this Agreement.



 


		5.2	If
a Party breaches any representation, warranty or undertaking set forth herein, the innocent Party can send a notice in written
to request a correction and take measures to promptly avoid the loss and continuously perform this Agreement within 30 days of
the notice. In the occurrence of the loss, the default Party shall indemnify the innocent Party harmless from any and all losses
and security its interests under this Agreement.



  



    	 	5	 



     


    

 


		5.3.	The
default Party shall indemnify the innocent Party harmless from any and all costs, expenses or losses (including but not limited
to the loss of profits of the Company) in connection with an event of default. The amount of indemnification shall equal the losses
incurred to the innocent Party including the loss of reasonably expected profits but shall not exceed reasonable expectation of
both Parties.



 


		5.4	In
the event that Party B does not follow Party A’s instruction, or misuse Party A’s intellectual property or does not
follow proper procedures, Party B shall take full responsibilities (for any and all losses). Party B shall promptly notify Party
A and assist Party A in any action if it discovers a third party is using Party A’s intellectual property without authority
or license.



 


		5.5.	Each
Party shall be responsible for its own default as set forth in this Agreement in the event that both Parties breach the contract.



 


		5.6.	Party
A agrees that it shall indemnify and keep Party B harmless from any and all losses Party B suffers or may suffer as the result
of the execution and performance hereof and of Party A’s Business, including but not limited to any loss arising from any
litigation, repayment pursuit, arbitration, claims lodged in connection with the Party A’s performance of the Service in
accordance with the terms of this Agreement; provided that losses due to Party B’s willful or gross fault shall be excluded
from such indemnification.



  


Article
6: Validity, Performance and Term


 


		6.1	This
                                         Agreement shall take effect as of the date of formal execution by the Parties.



 


		6.2	This
                                         Agreement shall take effect from the date first mentioned hereof. Unless terminated by
                                         Party A earlier, this Agreement shall remain valid for 10 years of the effective date.
                                         At the request of Party A, the Parties shall extend this Agreement or enter into another
                                         new business operation management at the expiration of this Agreement.



 


		6.3	This
                                         Agreement shall be executed in two copies. Each Party shall have one copy with the same
                                         legal effectiveness and force.



   



    	 	6	 



     


    

 


Article
7: Termination


 


		7.1	This
                                         Agreement shall be terminated at the expiration date subject to the extension set forth
                                         herein.



 


		7.2	During
                                         the valid term of this Agreement, Party B cannot terminate this Agreement earlier to
                                         its expiration date unless that Party A has material default or fraud. Nevertheless,
                                         Party A has the right to terminate this Agreement with a written notice at least 30 days
                                         before the termination.



 


		7.3	The
rights and obligations under Article 4, 5 and 15 of this Agreement shall remain valid upon and after the termination or expiration
of this Agreement.



 


 


Article
8: Force Majeure


 


		8.1	Force
Majeure means any of the events beyond the reasonable control of one party, and even under the attention of the affected party,
any of the events is still unavoidable, including but not limited to, acts of government, the forces of nature, fire, explosion,
geographic variation, storms, floods, earthquakes, tidal, lightning or war. However, the insufficient credit, fund or financing
shall not be considered as events beyond the reasonable control of one party. The affected party shall promptly notify the other
party the occurrence of the force majeure.



 


		8.2	If
the performance of either Party’s obligation under this Agreement is delayed, prevented, restricted, or interfered with
by reason of force majeure as set forth in Article 11.1 herein, the Party so affected shall be excused from such performance to
the extent of such delay, prevention, restriction or interference. The Party so affected shall use reasonable efforts to reduce
or eliminate the impact of force majeure and perform the delayed or interfered obligations. Once force majeure is eliminated,
the Parties agree to use respective best efforts to per this Agreement.



  


 Article
9: Notice


 


Unless
otherwise designated by the other Party, any notices of other correspondences among the Parties in connection with the performance
of this Agreement shall be delivered in person, by personal delivery, certified mail, pre-stamped mail, express mall or facsimile
to the following correspondence addresses:


 


	Party
    A 	Chuangxiang
    Network Technology (Shenzhen) Limited
	Address	Room
    201, Building A, 1 Qianwan Road 1, Qianhai Deep Harbor Cooperation Zone (sharing offices with Shenzhen Qianhai Commerce Secretary
    Limited)
	Facsimile:
    	 
	Telephone	 
	Attention	 


 


	Party
    B 	Shenzhen
    Chuangxiang Network Technology Limited
	Address	Room
    201, Building A, 1 Qianwan Road 1, Qianhai Deep Harbor Cooperation Zone (sharing offices with Shenzhen Qianhai Commerce Secretary
    Limited)
	Telephone	 
	Attention	 


  



    	 	7	 



     


    

 


 Article
10: Transferability


 


Party
B shall not assign any of its rights and obligations hereunder to any third parties without the prior written consent from Party
A. Party A can assign its rights and obligations hereunder to its affiliates without the prior written consent of Party B subject
to that at the time of the transfer, Party A shall notify Party B about the transfer. Nevertheless, the effect of such transfer
is not subject to the consent of Party B.


 


Article
11: Severability


 


Party
B shall not assign any of its rights and obligations hereunder to any third parties without the prior written consent from Party
A. Party A can assign its rights and obligations hereunder to its affiliates without the prior written consent of Party B subject
to that at the time of the transfer, Party A shall notify Party B about the transfer. Nevertheless, the effect of such transfer
is not subject to the consent of Party B.


  


Article
12: Amendment and Supplement


 


Any
amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties
to this Agreement.


  


Article
13: Governing Law and Dispute Settlement


 


		13.1	The
                                         execution, validity, interpretation, performance and the dispute resolution of this Agreement
                                         shall be governed by the laws of PRC (for the purpose of this Agreement, the laws of
                                         PRC limits to the laws of the main land China and excludes the laws of Hong Kong, Macau
                                         or Taiwan).



 


		13.2	Any
                                         disputes arising from or relating to this Agreement shall be resolved through consultation
                                         by the Parties. In case of a failure to reach an agreement through consultations within
                                         thirty (30) days, each Party can submit the disputes to the China International Economics
                                         & Trade Arbitration Commission Huanan Branch for arbitration in accordance with its
                                         Arbitration Rules in effect at the time of the arbitration. The arbitration shall be
                                         held in Shenzhen. The arbitral award shall be final and binding upon the Parties.



 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


  



    	 	8	 



     


    

 


[EXECUTION
PAGE]


  


IN
WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Exclusive Technology Consulting
Service Agreement.


 


SIGNED
and SEALED by


For
and on behalf of


Party
A: Chuangxiang Network Technology (Shenzhen) Limited


Legal
Representative: Jiyin Li


  


SIGNED
and SEALED by


For
and on behalf of


Party
B: Shenzhen Chuangxiang Network Technology Limited


Legal
Representative: Jiyin Li


  



    	 	9	 



     


    

 


Exhibit
1


 


List
of the Services


 


		1.	In
                                         accordance with the request of Party B, research and develop relevant software and technology
                                         and license use right of such software and technology to Party B;



 


		2.	Responsible
                                         for computer and network equipment, design and development of website, supervision, adjustment,
                                         detection and correction of errors;



 


		3.	Providing
                                         training and support to Party B’s employees;



 


		4.	Maintenance,
                                         safety testing and repair of Party B’s internet system;



 


		5.	Consulting
                                         service for hardware and software purchase;



 


		6.	Market
                                         development and promotion for applications;



 


		7.	Industry
                                         consultation and product development;



 


		8.	Providing
                                         cooperation opportunities with customers, business partners or other market information;



 


		9.	Providing
                                         other technology consultation, technology service, business consultation, market consultation,
                                         system consolidation, product development and system maintenance.



  



    	 	10	 



     


    

 


Exhibit
2:


 


Service
Fee Calculation and Payment Delivery


 


		1.	The
                                         Service Fee set forth herein shall equal to 90%-100% of the gross monthly revenues of
                                         Party B (before tax). The specific percentage within that range shall be determined by
                                         the Parties based on the performance of the Services. The Service Fee shall be calculated
                                         and paid annually.



 


		2.	The
                                         Parties shall decide the amount of the Service Fee based on the following factors:



 


		a.	The
                                         hardship and complexity of the consultation and technology;



 


		b.	The
                                         time Party A’s employees have spent on providing consultation and services;



 


		c.	The
                                         contents and the market value of the consultation and services provided; and



 


		d.	The
                                         market price of the similar consultation and services.



 


		3.	Party
                                         B shall provide within 15 days of each month the financial information of the preceding
                                         month to Party B for calculating the Service Fee. Party A shall send invoice on quarterly
                                         basis within 30 days from the commencement of a quarter to Party B based on the information
                                         collected during the three months of the preceding quarter and providing the calculation
                                         of the Service Fee. Party B shall wire the Service Fee to the bank account provided by
                                         Party A within 10 business days of the delivery of the invoice. Party B shall fax or
                                         mail a copy of wire confirmation within 10 business days of the wire.



 


		4.	In
                                         any event Party A requests an adjustment on the calculation of the Service Fee, Party
                                         B shall negotiate with Party A within 10 business days of a written request from Party
                                         A in good faith and decide the new standard or mechanism to calculate the Service Fee.
                                         If Party B falls to respond within 10 business days of a written request, the adjustment
                                         requested by Party A shall take effect automatically. Party A shall agree to adjust the
                                         calculation of the Service Fee at the request of Party B.



 


 


11