Exhibit 10.57


 


In-Flight
Entertainment Equipment Purchase Agreement


 


This
agreement is entered into between:


 


Aircom
Telecom LLC. (Hereinafter referred as the “Buyer”); and


Yuanjiu
Inc. (Hereinafter referred as the “Seller”).


 


Whereas
the Buyer wish to purchase In-Flight Entertainment equipment, the “Product”, from the Seller, the terms and conditions
of the agreement are as following: 


 


Article
1: Subject


 


The
name and model of the Product purchased by the buyer are addressed in the appendix.


 


Article
2: Price


 


		(1)	The
                                         price (including business tax) is specified in the Appendix. The Seller can notify the
                                         Buyer in writing to adjust the price of the Product at any time, but it shall not affect
                                         the order placed by the Buyer and accepted by the Seller before the price adjustment.
                                         



		(2)	The
                                         Seller shall issue an invoice to the Buyer once the Seller accepts the order. The Buyer
                                         shall pay the Seller at the time listed in the table below. Unless otherwise agreed in
                                         writing by both parties, the payment shall be paid in USD. If there is a dispute over
                                         the payment, the Buyer should list the controversial in writing and notify the Seller
                                         at least ten days before the payment date listed in the table below so that both parties
                                         could negotiate it. Except for the disputed payment, all payments shall be paid according
                                         to the table below:



 





	Invoice (%)	Payment schedule
	10%	Confirmation date of the purchase
	10%	Sample delivery for function verification and test installation.
	70%	When 100 sets of the Product are ready for shipping.
	10%	When 100 sets of equipment are inspected and accepted.


  


		(3)	Except
                                         for the disputed payment, if the Buyer delay
                                         the payment, interest shall be calculated at 5% interest rate per annum.



		(4)	The
                                         price of the subject does not include any taxes. Buyer shall be responsible for any custom
                                         duties, delivery fees and insurance fees. Seller shall bears its own business tax.



 






     


     


    

 


Article
3: Contract Bond


 


The
Buyer shall issue a promissory note in the amount equals to 40% of the total purchase price of the Product to the Seller as contract
bond.


 


Article
4: Order and Product Management


 


		(1)	Purchase
                                         order: the Buyer shall place the order in writing to the Seller. When the Buyer place
                                         the order, it means that the Buyer is willing to purchase the Product from the Seller
                                         under the terms and conditions addressed in this agreement and shall have the obligation
                                         to purchase the specified number of the Product set forth in the purchase order. Any
                                         change to the terms and conditions of this agreement in the purchase order are invalid.
                                         Any purchase order issued by the Seller shall be deemed a part of this agreement.



		(2)	Place
                                         the order: the Buyer shall place the order 24 months before the expected delivery date,
                                         the purchase price shall be the same as the price set forth in the appendix.



		(3)	Minimum
                                         order quantity: the Buyer shall place an order within 30 days after the
                                         effective date of this agreement, the order shall meet the Minimum order quantity(Hereinafter
                                         referred as “MOQ”).



 


	Product name	MOQ
	Donica AirCinema Cube	100 sets


 


Article5:Delivery
and Inspection


 


		(1)	The
                                         Seller shall use the standard packaging and delivery method and ship the Product to the
                                         place designated by the Buyer.



		(2)	The
                                         ownership of products shall belong to the Buyer once the full payment is paid by the
                                         Buyer; when the Seller handed the Product to the logistic, the Product damaged risk will
                                         be transferred to the Buyer.



		(3)	The
                                         Buyer shall inspect the product within the 30 days after delivery. If the Buyer has not
                                         informed the Seller in writing for the defective products within the inspection period,
                                         it shall be deemed as the Buyer accept the Product.



		(4)	If
                                         the Seller confirms the defective products, the Seller can choose to: (1) replace those
                                         products or (2) refund for the purchase price of the defective products to the Buyer.



		(5)	Unless
                                         otherwise provided in this article, the Buyer cannot return the products to the Seller.



		(6)	This
                                         Article is the sole and exclusive remedy to the defective products purchased by the Buyer,
                                         the Seller shall be responsible and have the obligation for all defective product covered
                                         in this article.



 






    2


     


    

 


Article
6:Date of Delivery


 


It
is agreed by both Parties, the delivery date the Seller announced is the estimated date, the Seller will try to deliver all products
before the date requested by the Buyer.


 


Article
7:Confidentiality


 


Both
Parties agreed that, starting April 9, 2020, the content addressed in this agreement is business confidential, neither party may
reveal any information to a third Party. After the expiration or termination date of the agreement, the confidentiality shall
remain valid.


 


Article
8:Termination


 


		(1)	The
                                         term of this Agreement shall be 5 years from the effective date. Unless any Party notifies
                                         the other Party in writing one month before the agreement expires, this Agreement shall
                                         automatically be renewed for two (2) years.



		(2)	If
                                         the Buyer fails to pay in accordance with Article 2 and fails to process the payment
                                         30 days after receiving the written notice from the Seller, the Seller can terminate
                                         the agreement at any time and claim damage.



		(3)	If
                                         the Seller violates the terms and conditions addressed in the agreement and the Seller
                                         fails to rectify the violations within 90 days after receiving the written notice from
                                         the Buyer, the Buyer can terminate the agreement at any time and claim damage.



		(4)	If
                                         either party is in the situation of bankrupt, operation stoppage or shut down for over
                                         2 weeks, the other Party can terminate the agreement at any time in writing and claim
                                         damage.



		(5)	If
                                         one of the parties fails to fulfill the agreement due to force majeure for over two weeks,
                                         the other party can terminate the agreement in writing at any time.



 


Article
9: The Effect of Termination the Agreement


 


Upon
the termination of the agreement, the Seller shall issue the final invoice to the Buyer, the amount of the invoice shall include
all the unpaid Product and all the expense incurred on and before the effective date of the termination. The Buyer shall pay the
amount in accordance with terms under Article 2.


 






    3


     


    

 


Article
10: Product Guarantee


 


		(1)	The
                                         Buyer guarantees the Product shall meet all the quality requirements addressed in the
                                         appendix when the products are delivered free from any defects in material, craftsmanship
                                         or design. Nor shall the deliver products contain any design or element that may destroy
                                         the Buyer’s hardware. The Seller shall use the Antivirus software to conduct a
                                         comprehensive detection/scanning process before the products are delivered.



		(2)	For
                                         the products to be installed onboard of aircrafts, the Seller shall provide the mandatory
                                         Airworthiness certification documentation (the configuration or modification of each
                                         product shall be included in the certification documentation). Also, the latest version
                                         of product shall be installed on the flights in accordance with the airworthiness regulation
                                         of the importing country.



		(3)	The
                                         aforementioned guarantee does not apply to the following:



		(a)	When
                                         product is abused, misapplied, subject to negligence, accident, improper installation,
                                         improper storage, improper or handling, or used under abnormal environment condition
                                         or used in the way against the Seller’s product instruction.



		(b)	Reset,
                                         modification or alteration not done by the Seller or a third Party not authorized by
                                         the Seller.



		(c)	When
                                         the product is used together with a third-party products, hardware, or software which
                                         does not get the approval from the Seller.



 


Article
11:Warranty and Replacement


 


		(1)	For
                                         material or manufacture defection, if the product is still within the warranty period,
                                         the Seller shall repair product within 90 days.



		(2)	The
                                         Buyer shall notify the Seller in writing for the defection within 10 days after discovering
                                         the defective product. If the defective products are determined, after the inspection
                                         and testing by the supplier from the Seller, that the damages were not caused by human
                                         factor form the Seller, the Buyer shall pay for the repair or pay for the replacement.



		(3)	If
                                         no defection has been found after the inspection and testing proceeded by the supplier
                                         from the Seller, the Buyer shall pay USD 600 as inspection fee for each product and responsible
                                         for the logistic expense.



		(4)	Except
                                         for defective products that were not caused by the Seller, the Seller shall ship the
                                         replacing product to the destination designated by the Buyer and the Seller shall be
                                         responsible for all the expense and shall bear the logistic risk.



 






    4


     


    

 


Article
12: Intellectual Property Rights


 


		(1)	The
                                         Buyer agrees the following:



		(a)	The
                                         Seller or any third party authorized by the Seller will retain all intellectual property
                                         right used in creating, reflecting, using the product or its related component.



		(b)	The
                                         Buyer shall not be entitled to any Intellectual Property Rights in relating with the
                                         agreements.



		(c)	If
                                         the Buyer obtains any Intellectual Property Rights in relating to the agreement, (including
                                         but not limited to trademark, derivative product, adaptation right, etc.), the rights
                                         shall be transferred irrevocably to the Seller or a third party authorized by the Seller.



		(d)	The
                                         Buyer is subject to use the Intellectual Property Rights owned by the Seller under the
                                         Seller’s direction or this agreement.



		(2)	The
                                         Seller guarantee that the Product delivered to the Seller will not cause infringement
                                         of patent rights, copyrights, or other rights of other third parties. If the Buyer face
                                         a lawsuit against other party for the infringement of patent rights, copyrights, or other
                                         rights of using the product provided by the Seller, the Buyer shall notify the Seller
                                         in writing and cooperate with the Seller in providing related information. The Seller
                                         shall be responsible for the settlement negotiations and defending for the Buyer. The
                                         Seller shall responsible for all the expense including the settlement fee and the compensation
                                         determined by court and reimburse the Buyer.



		(3)	The
                                         Buyer shall return the Product to the Seller if the Product cannot be used due to the
                                         infringement of patent rights, copyrights or other rights of other third parties. The
                                         Seller shall pay the residual value, within 30 days, calculated based on the straight-line
                                         depreciation method according to the minimum legal useful life of the Product at the
                                         time of the agreement. The Seller shall remedy the Buyer for the damage.



		(4)	The
                                         Buyer shall responsible for infringement of patent rights, copyrights, or other rights
                                         of other third parties due to the Buyer’s changing the structure of the Product,
                                         using the Product not under prescribed environment, or combining usage of the Product
                                         which is not provided by the Seller.



 


Article
13: Limited Compensation


 


Any
claimed damage requested by either party is limited to the actual damage with the maximum damage up to the total purchase price
of the Product.


 


Article
14:Transfer Restriction


 


Either
party shall not transfer the right and obligation to any third party unless agreed by the other Party except for company merger
and acquisition and restructuring.


 






    5


     


    

 


Article
15:Agreement Modification


 


Any
modification of the terms and conditions of this agreement shall be made in writing.


 


Article
16: Law and Jurisdiction


 


		(1)	Both
                                         Party agreed that this agreement shall be governed and construed in accordance with the
                                         laws of the Republic of China.



		(2)	If
                                         any dispute arose in relating to this agreement, both Parties agree that The Taipei District
                                         Court is the court of first instance.



 


Article
17: this agreement is made in duplicate. After signed by both sides, each Party hold one as an evidence.





 






    6


     


    

 





---------------------------------------------------------
Signature Page ---------------------------------------------------------


 


	Buyer: Aircom Telecom LLC.	/s/ Aircom Telecom LLC (Corporate Seal)
	 	 
	Representative: TSENG, JIAN-MING	/s/ Tseng, Jian-Ming (Personal Seal)


 


Tax number: 43941489


 


Address: No. 13, Ln. 120, Sec. 1, Neihu
Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.)


 


	Seller: Yuanjiu Inc.	/s/ Yuanjiu Inc. (Corporate Seal)
	 	 
	Representative: HSU, CHIH-MING	/s/ Hsu, Chih-Ming (Personal Seal)


 


Tax number: 84167600


 


Address: 4F, No. 118, Sec. 1, Neihu Rd.,
Neihu Dist., Taipei City 114, Taiwan (R.O.C.)


 


Date
Signed: 15th day of July, 2020


 






    7


     


    

 


Appdendix


【Product
Specification】


 


 


 


【Price】


 


During
the effective period of this agreement, the MOQ is 100 sets, price is USD18,975 per set.


 


 


8