Unassociated Document


    Exhibit 4.77

     

    Contract
Registration No.:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
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    Technical
Service Agreement

    (Including
Technical Training and Technology Intermediary Services)

    Registered
(seal)

     

    
      	
              Project
      Name:

            	
              AgreementXS-0908-004
      on Monternet Multimedia Messaging
  Services

            


    

     

    
      	
              Principal:

            	
              China
      Mobile Telecommunications Group
  Corporation

            


    

    (Party
A)

     

    
      
        	
                Agent:

              	
                Beijing
      AirInbox Information Technologies Co., Ltd.
      (seal)

              


      

    

    
      (Party
B)

    

     

    Place
of Execution: Haidian District, Beijing

    Date
of Execution: April 23, 2009

    Validity
Term: April 23, 2009 to December 31, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    YYXSHT
[2009] 494-16

     

    Cooperation Agreement Between China Mobile
Telecommunications Group

    Corporation And  Multimedia Messaging
Services Provider

     

    (Special Contract Seal of Beijing AirInbox Information
Technologies Co., Ltd.)

     

    Party A: China Mobile
Telecommunications Group Corporation

     

    Party B: Beijing AirInbox
Information Technologies Co., Ltd.

     

    Both
Parties have, on the principles of equality and mutual benefit, and through full
and amicable consultations, reached an agreement as follows on the matter
regarding that Party B consigns Party A to provide Services of Monternet
Multimedia Messaging and charge collection for Party B. This Agreement is
formulated to define the rights and obligations of both parties during service
provision, which is equally binding upon both parties hereto.

     

    
      	
              I.

            	
              Principles for
      Providing Services

            


    

     

    Both
parties will carry out faithful cooperation in MMS of mobile data services based
on benefit sharing, mutual benefits and win-win principles. Both parties shall
abide by the agreement and coordinate the counterpart.

     

    
      	
              II.

            	
              Services

            


    

     

    The
primary characteristic of Multimedia Messaging Service (“MMS”) provided by China
Mobile Communications Corporation is that it supports multimedia functions and
enables transmission of comprehensive contents and message, including text,
image, voice, data and messages in other multimedia formats.

     

    As a
network operator, Party A shall provide the platform of MMS network and
communication services, and shall provide Party B with Monternet MMS
specification and the technical specification on interface. As a service
provider, Party B shall, in accordance with the specifications provided by Party
A, develop and provide content and application services. Only as approved by
Party A after testing, Party B can access to the MMS network platform as MMS
service provider.

     

    
      	
              III.

            	
              Responsibilities
      of Both Parties

            


    

     

    
      (I)
Obligations of Party A

    

     

    
      	
               
      

            	
              1.

            	
              Party A shall promote and
      publicize Monternet MMS by making use of media (e.g., TV advertisement.
      Post etc.), so as to attract more users to use this
      service.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party
      A shall provide the technical specifications of interface for MMS access,
      so as to ensure successful access of Party B to Party A’s MMS network
      platform.

            


    

     

    
      	
               
      

            	
              3.

            	
              Party
      A shall, as required by Party B, provide necessary training to Party
      B.

            


    

     

    
      	
               
      

            	
              4.

            	
              With
      the firewall of Party A’s MMSC system and Party B’s interface as the
      boundary, Party A shall maintain all equipment at its side and ensure
      normal operation of such equipment.

            


    

     

    
      	
               
      

            	
              5.

            	
              Party
      A shall provide day-to-day maintenance for MMS network platform. Party A
      shall, in case of any failure caused by Party A, resolve such failures to
      ensure normal operation of application
services.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.

            	
              Party
      A shall provide network interface services to Party B for free, and assist
      Party B to access the application services to MMS network
      platform.

            


    

     

    
      	
               
      

            	
              7.

            	
              Party A shall establish the
      indicators for MMS business, inform Party B of such index on complete and
      unambiguous manner and provide enough time for Party B to realize such
      index.

            


    

     

    
      	
               
      

            	
              8.

            	
              With
      respect to the services provided by Party B in MMS network platform, Party
      A shall calculate the charges based on the rate that is provided by Party
      B and recognized by Party A, and charge Party A’s customers who use the
      services provided by Party B, and shall conduct settlement to Party B
      based on relevant clauses in Part 6
hereunder.

            


    

     

    
      	
               
      

            	
              9.

            	
              Party A shall be responsible for
      consultation and complaints from customers, and handle consultation and
      complaints resulted from network, operation platform billing and other
      reasons of Party A. Party A shall, in case of consultation and complaints
      caused by Party B, inform Party B of the situation and urge Party B to
      solve the problems.

            


    

     

    
      (II)
Obligations of Party B

    

     

    
      	
               
      

            	
              1.

            	
              Party B shall
      perform all the requirements and obligations specified in Monternet SP
      Cooperation and Management Measures, SSM Section.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party
      B shall, by making use of the media (including WEB Site, WAP Site, print
      media, TV etc) under its control, promote MMS. Party B shall, in the case
      of using the name and business trademark of Party A to promote Monternet
      MMS business, obtain the prior agreement of Party A. Without written
      consent of Party A, Party B shall not promote businesses not included
      herein in the name of “China Mobile” or “Monternet” by
    media.

            


    

     

    
      	
               
      

            	
              3.

            	
              Party
      B shall, according to the contents of project, provide necessary
      equipment, including MMS application server, application software,
      information source and special line for application data and ensure normal
      operation of such equipment as required by Party
  A.

            


    

     

    
      	
               
      

            	
              4.

            	
              Party B shall coordinate Party A
      for interface testing and ensure that the MMS provided by Party B is in
      line with the specification for MMS network platform and the technical
      specification on interface as provided by Party
      A.

            


    

     

    
      	
               
      

            	
              5.

            	
              With
      the firewall of Party A’s MMSC system and Party B’s interface as the
      boundary, Party B shall conduct maintenance to all equipment at its own
      side and ensure normal operation of such
  equipment.

            


    

     

    
      	
               
      

            	
              6.

            	
              Party
      B shall, in case of failures concerning application services cased by
      Party B, resolve such failure immediately and take practical measures to
      ensure that the same or similar failures do not recur in the future. In
      case of economic losses to Party A or Party A’s MMS customers incurred by
      Party B, Party B shall be liable for compensation
  therefor.

            


    

     

    
      	
               
      

            	
              7.

            	
              Party
      B shall be responsible for negotiations and commercial agreements with the
      direct providers for the contents of application services (e.g., the
      property right owner of image and music). Party B shall ensure all
      information and services as provided would not violate relevant policies
      and regulations of the State, and would not infringe the interests of
      consumers as well as the intellectual property right and relevant benefits
      of the third party. Party B shall assume the relevant responsibilities for
      litigations incurred.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              8.

            	
              Without
      the written consent of Party A, Party B shall not unilaterally provide the
      services not recognized by Party A.

            


    

     

    
      	
               
      

            	
              9.

            	
              With
      respect to the application services provided by Party B for Party A, in
      whatsoever transmission and carrying ways, Party B shall not provide such
      services for other communication operators; otherwise, Party A shall have
      the right to terminate the application services provided by Party B in
      Party A’s MMS network platform and terminate the settlement with Party
      B.

            


    

     

    
      
        	 	
                10.

              	
                Party B shall provide all
      necessary materials for the billing clearly and unambiguously to Party A
      and shall bear all economic and legal
      liabilities.

              


      

    

     

    
      
        	 	
                11.

              	
                Party B shall be obliged to
      provide Party A with all statistic data concerning the use of Party B’s
      MMS application services by Party A’s
    customers.

              


      

    

     

    
      	
              IV.

            	
              Rights
      of Both Parties

            


    

     

    
      (I)
Rights of Party A

    

     

    
      	
               
      

            	
              1.

            	
              Party A shall have the right to,
      by its own or entrusting certain institutions, inspect the content of the
      information and applications services provided by Party
      B.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party A shall have the right to
      refuse to make the information that goes against national laws,
      regulations and policies or is deemed improper by Party A unavailable to
      customers; Party A shall also have the right to request Party B to
      compensate for the subsequent negative influences to Party A’s economy and
      goodwill.

            


    

     

    
      	
               
      

            	
              3.

            	
              Party A shall have the right to
      request Party B to amend, correct or delete the contents that shall be
      amended, corrected or deleted as deemed by Party
      A.

            


    

     

    
      	
               
      

            	
              4.

            	
              Party A shall have
      the right to establish indices for evaluating services provided by Party
      B, and to evaluate the services provided based thereon. Please refer to
      Chapter 9 of Monternet SP
      Cooperation and Management Measures, SSM Section, Appendix hereof, for detailed
      measures of
evaluation.

            


    

     

    
      	
               
      

            	
              5.

            	
              Party A shall have the right to
      conduct direction and supervision over the charging standard of Party B’s
      businesses.

            


    

     

    
      	
               
      

            	
              6.

            	
              Party A shall be entitled to
      reasonable allocation of charges based hereon. (Please refer to Part 7
      hereof for the allocation of
  charges).

            


    

     

    
      (II)
Rights of Party B

    

     

    
      	
               
      

            	
              1.

            	
              Party B is entitled to determine,
      under the instruction of Party A, the charging rates of services
      provided.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party
      B is entitled to obtain statistical data of users’ access to the
      information and application service contents through network
      platform.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.

            	
              Party A shall not transfer,
      publish or resell Party B’s information products in any form to any third
      Party hereto without the prior written consent or authorization from Party
      B.

            


    

     

    
      	
               
      

            	
              4.

            	
              Party
      B shall be entitled to partial reasonable allocation of business charges
      based hereon. Please refer to Part 7 hereof for the allocation of
      charges.

            


    

     

    
      	
               
      

            	
              5.

            	
              Party B is entitled to
      reconciliation for major differences between statistical data of both
      Parties. Please refer to Chapter 6 of Monternet SP
      Cooperation and Management Measures, SSM Section, Appendix
      hereof,.

            


    

     

    
      	
              V.

            	
              Intellectual
      Property Right

            


    

     

    
      	
               
      

            	
              1.

            	
              Party A authorizes Party B to use
      its trademark and company name for the purpose agreed hereupon. Party B
      shall ensure proper and reasonable use of Party A’s trademark and company
      name,  shall not change, without authorization, or misrepresent
      the image of Party A and any part of it, and shall not use Party A’s
      trademark and company name for any purpose other than as expressly agreed
      under this Contract.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party A holds the copyright of
      all promotional materials provided for Party B by Party A in line of this
      Contract and the creations, designs, graphics, figures and words contained
      therein. Party B shall not use such materials and contents for any purpose
      other than as agreed hereunder or allow any third party to use, without
      the prior written consent from Party
  A.

            


    

     

    
      	
              VI.

            	
              Confidentiality
      Provision

            


    

     

    
      	
               
      

            	
              1.

            	
              For
      the purpose of this Agreement, “Proprietary Information” refers to the
      information which one party obtains from the other party (“Disclosing
      Party”) when Party A provides Services for Party B that is developed,
      created and found by the Disclosing Party, or is known, or assigned to the
      disclosing party and is commercially valuable to the disclosing party.
      Proprietary Information includes but not limited to information related to
      relevant business secret, computer program, designs and technologies,
      ideas, knowhow, process, data, business and product development plan,
      client information related to the business of the Disclosing Party and the
      like, or other confidential information received by the Disclosing Party
      from other third party. Both parties understand that the Disclosing Party
      owns and will own the Proprietary Information which is essential to the
      Disclosing Party. The cooperation between the parties results in
      non-disclosure and trust relating to Disclosing Party between the
      parties;

            


    

     

    
      	
               
      

            	
              2.

            	
              Without the prior consent in
      writing from the Disclosing Party, the other party shall keep confidential
      any Proprietary Information, and shall not use or disclose any of such
      Proprietary Information to any individual or entity, except the disclosure
      required by the implementation of obligations
      hereunder.

            


    

     

    
      	
               
      

            	
              3.

            	
              Both
      parties are obliged to keep this cooperation and the detailed content of
      this Agreement confidential. Without the prior consent from the other
      party, one party shall not disclose the detailed contents of this
      Agreement to any third party.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              VII.

            	
              Charge
      Allocation and Settlement

            


    

     

    
      	
               
      

            	
              1.

            	
              Party B provides MMS for Party
      A’s customers through Party A’s MMS platform and communication platform.
      Both parties are entitled to reasonable allocation of charges based on the
      provisions hereunder.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party B shall, if Party A’s
      customers need to use Party A’s network resource when using services
      provided by Party B, pay the subsequent unbalanced communication fees to
      Party A.

            


    

     

    
      	
               
      

            	
              3.

            	
              With respect to the information
      fees receivable due to the use of services provided by Party B by
      customers, Party A shall be entitled to 15% of such information fees as
      compensation for calculation and collection of information fees. After
      Party B provides valid invoice to the provincial subsidiary of Party A of
      the access location, such provincial subsidiary shall conduct settlement
      with Party B.

            


    

     

    
      	
               
      

            	
              4.

            	
              Basis of settlement: the
      information fee list concerning Monternet MMS provided by China Mobile
      Communications
Corporation.

            


    

     

    
      	
               
      

            	
              5.

            	
              Party B will, based on the
      settlement list provided by the provincial subsidiary of Party A of the
      access location, make settlement with the provincial subsidiary. Party B
      does not need to execute agreements otherwise with such provincial
      subsidiary.

            


    

     

    
      	
               
      

            	
              6.

            	
              Settlement period: Party A makes
      settlement with Party B in every calendar
    month.

            


    

     

    
      	
               
      

            	
              7.

            	
              Please refer to
      Chapter 6 of Monternet SP
      Cooperation and Management Measures, SSM Section, Appendix hereof, for
      calculation principles and settlement
      procedures.

            


    

     

    
      	
               
      

            	
              8.

            	
              Each Party shall, in line with
      the taxation provisions, be responsible for its own tax payment resulting
      from performance
hereof.

            


    

     

    
      	
               
      

            	
              9.

            	
              Party B shall provide accurate
      bank account information for Party
  A.

            


    

     

    Name of
the account: Beijing AirInbox Information Technologies Co.,
Ltd.

     

    Bank of
deposit: ICBC Capital Indoor Stadium Sub-branch

     

    Account
No.: 0200053719200031688

     

    
      	
              VIII.

            	
              Liabilities
      for Breach of Contract

            


    

     

    
      	
               
      

            	
              1.

            	
              In the event that this Agreement
      cannot be carried out due to either Party’s breach of this Agreement, the
      observant Party shall have the right to terminate this Agreement and
      request compensation from the breaching Party for losses caused by such
      breach.

            


    

     

    
      	
               
      

            	
              2.

            	
              In the event of either Party’s
      breach of Contract which causes harmful social influences or economic
      losses to the observant Party, the observant Party shall have the right to
      investigate the breaching Party’s liabilities, request for relevant
      economic compensation until the termination hereof.
      .

            


    

     

    
      	
              IX.

            	
              Term
      of Agreement

            


    

     

    
      	
               
      

            	
              1.

            	
              This Agreement
      shall come into force on the date of signing and expire on December
      31,
      2009.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.

            	
              If both Parties agree to continue
      the cooperation under the Agreement, the Agreement shall automatically be
      extended for one year upon expiration. If any party decides not to extend
      this Agreement, it shall notify the other Party such decision one month
      before the expiration of this Agreement in
      writing.

            


    

     

    
      	
               
      

            	
              3.

            	
              During
      the period of validity of the Agreement, the Agreement shall automatically
      terminate if both parties agree to terminate this
    Agreement.

            


    

     

    
      	
               
      

            	
              4.

            	
              Where there is force majeure
      event making further performance of this Agreement impossible, this
      Agreement will automatically terminate after both Parties complete all
      settlements.

            


    

     

    
      	
               
      

            	
              5.

            	
              Where any Party cannot perform
      this Agreement for any predictable event, this Party shall inform the
      other Party of such event within 5 working days after predicting the
      event, and cooperate with the other Party in completion of all unsettled
      matters. In the event that one party shall sustain loss due to
      failure of the other party for informing the party of the event timely,
      the other party shall be liable for compensation
      therefor.

            


    

     

    
      	
              X.

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
              1.

            	
              1.
      The appendix to this Agreement, Monternet SP
      Cooperation and Management Measures, SSM Section, shall bear the
      same legal effect as this
Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      matters not covered in the Agreement shall be solved by both parties
      through amicable negotiation.

            


    

     

    
      	
               
      

            	
              3.

            	
              Any dispute arising from this
      Agreement or in connection with the contents or performance of this
      Agreement shall be resolved by both parties through amicable negotiation;
      if such negotiation fails, either Party may file a lawsuit to a competent
      Chinese court.

            


    

     

    
      	
               
      

            	
              4.

            	
              If any national policy changes,
      both Parties shall revise relevant clauses of this Agreement according to
      the changed policy.

            


    

     

    
      	
               
      

            	
              5.

            	
              This
      Agreement is made in duplicate, one copy for Party A and one copy for
      Party B respectively. Each copy has the same legal
  effect.

            


    

     

    
      
        	
                Party A: China
      Mobile

              	
                Party B: Beijing AirInbox
      Information

              
	
                Telecommunications
      Group Corporation

              	
                Technologies
      Co., Ltd.

              
	
                Authorized
      Representative:

                

              	
                (Special Contract Seal of
      Beijing

                AirInbox
      Information Technologies Co.,

                Ltd..)

                Authorized
      Representative:

              
	
                Date:
      April 23, 2009

              	
                

              
	 
      	
                Date: