Exhibit 4.88


 





 



Contract Registration No.:


 


2011110033000359



 


		 	Registered



 


TECHNICAL SERVICE CONTRACT


 


(Including Technical Training and Technical
Intermediate Service)


 


 


Project Name:
Cooperative Agreement for Monternet MMS of China Mobile Group Beijing Company Limited XS-1109-002


 


 


 


Client: China Mobile Group Beijing
Company Limited


(Party A)


 


 


Agent: Beijing AirInbox Information
Technologies Co., Ltd.


(Party B)


 


 


 


 


 


 


 


Signing Place: Haidian City/County
(District), Beijing Province/Municipality


 


Signing Date: August 1st, 2011


 


Valid as from: August.1st, 2011 until July.31st,
2012




 






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Cooperative Agreement for Monternet MMS
of China Mobile Group Beijing Company Limited


 


 


Party A: China Mobile Group Beijing
Company Limited


Mailing Add.: No.7 of Dongzhimen South
Street, Dongcheng District, Beijing, P.R.China


 


Post Code: 100007


Tel.: 86-10-52186699


Fax No.: 86-10-65537528


Deposit Bank: Changan Sub-branch, Beijing
Branch of ICBC


Account No.: 0200003309005401832


 


and


 


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


Mailing
Add.: 33/F., Tengda Plaza, No.168, Xiwai Street, Haidian District, Beijing


Post Code:
100044


Tel.: 86-10-88576000


Fax No.:
86-10-88575900


Deposit
Bank: Beijing Capital Indoor Stadium Sub-branch of ICBC


Account
No.: 0200053719200031688


 


WHEREAS, China Mobile
Group Beijing Company Limited is a mobile network operator duly approved by the Ministry of Industry and Information Technology
of China to provide fee-based communication channels, billing platforms and charging services to the MMS application providers
as mobile communications operator, hereinafter as “Party A”;


 


WHEREAS, Beijing AirInbox
Information Technologies Co., Ltd. is a communication value-added business operator (Value-added Telecommunications Services
License No.: BZ-20090197) duly approved by competent telecommunications authority to provide, as a MMS application provider,
the MMS value-added services to the customers of Party A, hereinafter as “Party B”.


 


NOW THEREFORE, based
on the principles of equality, mutual benefit, sharing complementary advantages and joint development, and through amicable consultations,
the Parties hereby agree as follows for jointly carrying out Monternet MMS:


 


1. Cooperative Methods and
Contents


1.1 Party A,
as the service provider of MMS network and billing platform, will provide Party B fee-based communication and billing channels.
During the cooperative period, the enterprise code used by Party B at the province where Party A is located is 801002, and
service code 10663355.


 






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1.2 Party B will provide the
various value–added services to the Monternet users of Party A through the MMS platform of Party A. Party B shall provide
the quality information service to the Monternet users of Party A in a timely and quantitative-satisfactory manner according to
the users’ customization. Party A will provide the fee-based business billing and charging services to Party B through the
billing and charging system of Party A.


 


1.3 Party B opens its accesses to the Monternet
MMS for the China Mobile users through the MMS Channel of Party A.


 


2. Rights and Obligations of the Parties


 


2.1 Obligations of Party A


2.1.1 Party A shall provide the billing
and charging services with respect to the cooperative business hereunder according to the requirements of Party B.


 


2.1.2 If Party A intends to conduct a system
debug, maintenance, upgrade or other foreseeable change operations that may cause suspension of the service provided hereunder,
it shall notify Party B within five (5) working days before such change operation is implemented in the form of “China Mobile
New Service Information Management System” (hereinafter “SIMS”) notice, email or otherwise, detailing the specific
reason for such suspension, the specific time and period.


 


2.1.3 Party A shall provide the relevant
interface specifications and technical protocol standards to Party B, and shall coordinate with Party B as to make seamless connections
between the server of Party B and the communication interface of MMS center of Party A. Party A shall ensure the smoothness of
the network communications, and perform the obligations and exercise the rights in accordance with the network access agreement
signed with the users.


 


2.1.4 Party A shall be responsible for
the enquiries, declarations and complaints raised by the users due to the network communications of Party A, and at the same time,
it shall establish a first-person responsibility system, and the problems that need the coordination of Party B shall be properly
transferred to Party B, and shall be responsible for tracking the progress and return visits to users.


 


2.1.5 Party A under the permissible conditions
shall provide to Party B the information fees actually collected, including the users’ numbers and the corresponding fees.


 


2.1.6 Party A is under the obligation to
notify Party B of the information that is formulated and officially released by Party A, and that may directly affect the business
development of Party B, unless such information is national secret or any trade secret of Party A.


 


2.1.7 If Party A is unable to continue
to provide the services hereunder due to its improper management or other reason that is attributable to Party A, it shall notify
Party B of such three (3) months in advance, and shall make explanations to the users and deal well with the subsequent matters.


 






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2.1.8 Party A shall be responsible for
the daily maintenance of the MMS network platform, and shall be responsible for dealing with the technical hitch that is caused
due to the reason of Party A, so as to ensure the normal operation of the application services.


 


2.1.9 Party A shall provide for free the
network port service to Party B, and assist Party B to configure the application services into MMS network platform.


 


2.1.10 Party A shall be responsible for
formulating the various indicators according to which the MMS business is operated, and shall communicate the same to Party B completely
and unambiguously, meanwhile, it shall give Party B reasonable time to achieve these indicators.


 


2.1.11 As divided by the interface of the
MMS network gateway system firewall of Party A to Party B, Party A is responsible for the maintenance of the equipments at its
side and shall ensure the same in normal conditions in order to provide the services hereunder.


 


2.2 Rights of Party A 


2.2.1 Party A shall not be liable for any
information fees in arrears caused as a result of user’s cancellation, pre-cancellation, halt, payment refusal and other
reasons on the part of the users, and meanwhile will not provide the billing services to the users who do not use the information
services during that month.


 


2.2.2 Party A shall have the right to formulate
the relevant management rules, appraisal terms, customer service standards and documents regarding the Monternet business, and
has the right to require Party B to comply with and implement the above rules, Party A will conduct appraisals on Party B according
to the above management rules, and shall take the relevant actions as per the appraisal results.


 


2.2.3 Party A shall have the right to verify
the telecommunication and information services operation permit, telecommunication value-added services license, business license
and other licenses/permits as required for the businesses and services contemplated hereunder and the letter of credit, information
sources, bank account and other documents required for the normal operations of Party B.


 


2.2.4 Party A shall have the right to verify
the new and changed business of Party B, and refuse the information that does not satisfy with the regulations on national information
security and other relevant regulations. If Party B’s opening of the business is unauthorized by Party A, Party A has the
right to hold it liable therefor in accordance with the Monternet cooperative management regulations.


 


2.2.5 In response to the overloaded quantity
of MMS that may affect the network security of Party A, Party A reserve the right to limit its further transmission or otherwise
adjust the MMS flow in time according to the load of the MMS system; meanwhile, Party A is entitled to require Party B to dispose
of within a prescribed time limit, the junk information or unlawful attacks from Party B, and any failure by Party B to make a
timely disposal will render Party A the right to take appropriate actions to prevent it from further transmission; in case of any
emergency, for the purposes of protecting the legitimate rights and interests of the vast users, Party A reserves the right to
take appropriate actions to terminate the communications interfaces without notice to Party B. If Party B releases or intends to
release illegal information through the MMS platform of Party A, Party A shall have the right to immediately terminate the communications
interfaces and reserves the right to further hold Party B liable therefor.


 






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2.2.6 If Party A, in accepting the complaints
of the users by reason of Party B, needs to refund the information fee to the users, it may first refund the users on behalf of
Party B, and then has it deducted from the settlement amount payable to Party B, if such amount is insufficient for the purpose
of refund, Party B shall pay the balance to Party A.


 


2.2.7 If Party B is unable to reach the
business operation level of other similar partners of Party A, Party A has the right to terminate in advance the billing and charging
relationships with Party B and/or this Agreement.


 


2.2.8 Party A has the right to terminate
and suspend the cooperative relationships with Party B or the billing or charging services according to the requirements of its
superior competent authorities.


 


2.3. Obligations of Party B


2.3.1 Party B shall possess a business
license for enterprise as a legal person with lawful business scope, operating qualifications for content/application service,
and shall provide to Party A the true and authentic operation permit as approved by the Ministry of Industry and Information Technology
or local competent telecommunications authorities in order to conduct information value-added business, letter of credit, a perfect
after-sale service system, pricing approvals, bank accounts and other documents.


 


2.3.2 Party B shall promote the MMS services
through the various channels of advertising media, including WEB, WAP, plane media, TV, etc. Party B shall obtain the prior consent
of Party A in order to publicize the Monternet MMS by use of the enterprise name and business trademark of Party A. Without the
prior written consent of Party A, Party B shall not publicize in any media any business other than that contemplated hereunder
in the name of “China Mobile” and “Monternet”.


 


2.3.3 Party B is responsible for providing
the MMS application servers, application software, information sources, application data line and other equipments required for
the cooperative project hereunder and shall ensure that such equipments will work under the requirements of Party A.


 


2.3.4 Party B shall ensure stable quality
of the business, especially the information security and business quality at certain crucial stages, and shall ensure the 7×24
hours availability of the network channels with Party A; in addition, Party B is under the obligation to clarify the disclaimer
statement when the users open this service.


 






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2.3.5 If Party B desires to add or change
one or more businesses, it shall submit to Party A the relevant required application documents before such adding or change and
such businesses may be opened or implemented only upon verification and approval by Party A.


 


2.3.6 If Party B intends to conduct system
debug, maintenance, upgrade or other foreseeable change operations that may possibly cause service termination, it shall notify
Party A of such within seven (7) days before such change, either in the form of SIMS notice or other written forms, detailing the
specific reason for termination, time and period, and make declaration to the users. Party B shall not provide any charging business
via the channels provided by Party A.


 


2.3.7 Party B must ensure accuracy of the
information provided in the SIMS system by it, including but not limited to: company name, legal address, tax account, number of
telecommunications value-added service license, information of the contact person. If Party B changes any above information, it
shall make a timely update accordingly in the SIMS system, if Party B fails to make a timely update, it shall be liable for any
and all the losses arising therefrom.


 


2.3.8 Party B shall ensure that it logs
on the SIMS system on a daily basis to receive the notice and announcement released by Party A, and then make a timely disposal,
failing which, it shall fully assume any and all the losses arising therefrom.


 


2.3.9 If Party B needs to pay any additional
unbalance communications fee and/or other expenses to Party A, it shall pay off all the debts twenty-five (25) days prior to the
expiration of that fiscal period. If any amount payable during any one month is not paid off by Party B within three (3) months
after the end of that month, Party A shall have the right to terminate this Agreement and claim all payments in arrears against
Party B.


 


2.3.10 Party B shall abide by the Monternet
cooperative management rules, appraisal rules, customer service standards as well as the terms & conditions of other relevant
documents as formulated by Party A to regulate the Monternet market order, and shall be held liable for any violation thereof.


 


2.3.11 Party B shall make available a special
direct customer service line for users complaints, and shall be liable for the users enquiries, declarations and complaints that
are caused not due to the network communications of Party A, in addition, it shall also be in position to receive the users enquiries,
fee query and complaints that are caused due to any network communication. problems. First-person liability system shall be established,
and if any problem requires the coordination of Party A, Party B shall transfer it to Party A, however, Party B shall be responsible
for tracking such disposal progress and return visits.


 






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2.3.12 The system debug conducted by Party
B shall not affect the normal operation of the existing network of Party A, and the speed for sending MMS to the communications
network of Party A shall not exceed the interface flow limits allocated by Party A; without the prior consent of Party A, Party
B shall not conduct any large flow test, otherwise, Party B shall be liable for any and all the consequences arising from the test.
Party B shall actively coordinate the interface test work of Party A, and ensure that it will provide the MMS according to the
business standards and interface technical specifications of the MMS network platform provided by Party A.


 


2.3.13 Party B shall render a strict control
over the privilege of network interface and relevant accounts, and ensure network and information security, and shall be wholly
liable for the consequences caused as a result of the improper management of Party B.


 


2.3.14 If Party B is unable to continue
its business due to the improper management or other reasons that are attributable to Party B, it shall notify Party A three (3)
months in advance, and meanwhile make explanations to users and deal well with the follow-up work.


 


2.3.15 Party B undertakes that it has legal
ownership with respect to all of the cooperative products and other relevant contents provided hereunder to Party A during the
cooperative period, or has obtained all the necessary authorizations to license the operators to use the same according to this
Agreement, and undertakes that the products and other relevant contents provided by Party B hereunder does not and will not infringe
upon the legitimate rights and interests of any third party, including but not limited to any copyright, right of reputation, portraiture
right, etc., and that it is free from any copyright disputes and has not violated any laws and regulations, and that Party B has
the right to authorize the operator to disseminate them via the information network.


 


2.3.16 If the third party lodges any administrative
complaints, bring any legal proceedings or submit to arbitration against Party B, alleging that Party B has no disposal right to
any of the cooperative products or other related contents provided hereunder or the authorization of Party B has legal defects,
Party A may as appropriate take any of the following remedies jointly or selectively: (1) stop the sharing with Party B of the
distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; (2) require Party B to
solve such disputes at its own expenses, and Party B shall, as required by Party A, request to the appropriate dispute resolving
authorities to add Party A as a third party in such proceedings; (3)terminate this Agreement in part or in whole. If the above
remedies are insufficient to cover the loss of Party A, as requested by Party A, Party B shall timely and fully indemnify Party
A and hold Party A harmless from or against any and all the losses incurred by Party A, including but not limited to the advances
already paid by Party A to Party B, and/or the economic loss accrued during the termination of the business hereunder, attorney’s
fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputes.


 


2.3.17 Party B, if having no qualifications
as required for the operation of internet businesses, shall not in any manner whatsoever provide the business access approach to
users via the internet, including but not limited to business ordering and on-demand services. Meanwhile, it shall not publicize
the cooperative business hereunder on the website that has not procured the Telecommunications and Information Service Business
Operation Permit. If in breach of this clause during the cooperative period, Party B shall be solely and wholly liable therefor.


 






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3.18 Without the written consent of Party
A, Party B shall not unilaterally provide to the users of Party A other services that are not approved by Party A.


 


3.19 Party B shall comply with the requirements
of the "Five Prohibitions", and shall not transmit any illegal information, or any commercial ads without consent of
the clients.


 


2.4. Rights of Party B


2.4.1 Party B has the right to request
the provision by Party A of the interface specifications and relevant technical protocol standards of the MMS center, and shall
have the right to request the coordination of Party A so as to ensure that Party B is able to provide the service to the users
of Party A.


 


2.4.2 Party B may, according to the business
development conditions, request Party A to adjust the flow limits of the interface if the system capacity of Party A is permissible.


 


2.4.3 Party B has the right to regularly
open new businesses or change the existing businesses in accordance with this Agreement and the Monternet cooperative management
rules, and set the information fee suitable to each type of the business hereunder.


 


2.4.4 Party B has the right to be informed
of the information internally formulated and officially released by Party A that may directly affect the business development of
Party B, except for national secrets or information related to the trade secrets of Party A.


 


2.4.5 If Party B needs the coordination
of Party A in dealing with users complaints, it shall have the right to request the coordination of Party A.


 


2.4.6 Party B shall have the right to request
Party A to provide billing and charging services for the cooperative business hereunder.


 


3. Profit Sharing 


3.1 Sharing Method for the Communication
Earnings


Party A shall fully own all communication
fees accrued from occupying the communication network sources by the users.


 


3.2. Sharing Methods of Unbalance Communication
Earnings


If any unbalance communications fee is
generated when the multimedia messages (download) sent by Party B to the users is more than the multimedia messages (upload) sent
by the users to Party B, as shown by the billing data of gateway for each month, Party A will charge to Party B according to the
standard rate of RMB 0.20-0.15/message, refer to the following table for details:


 


	Number of Unbalanced Download Multimedia Messages (Messages/Month)	Standard Rate (RMB/Massages)	Calculation Method (RMB/Month),among which, X=Number of Unbalanced Download Multimedia Messages (Messages/Months)
	0-250,000 (including 250,000)	RMB 0.20/Message	X*0.20
	Above 250,000	RMB 0.15/Message	250,000*0.20+(X-250,000)* 0.15


 






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3.3 Sharing Methods for the Information
Earnings


The information earnings accrued from the
use of the application or information service provided by Party B shall be owned by Party B, and Party A will provide to Party
B the relevant billing and charging services. Among the total amount of information earnings accrued during each billing month,
15% shall be calculated as the fees payable to Party A for the billing and charging services provided by Party A, and the remaining
85% shall be calculated as the earnings of Party B; after Party A has deducted the unbalance communications fees payable to Party
A from the 85% earnings of Party B, if the balance is positive, Party A will refund the balance to Party B, and request Party B
to issue service invoices equaling that amount, if the balance is negative, Party B shall pay to the amount owing to Party A before
the 25th day of each month, and Party A will issue invoices equaling that amount upon the receipt of such amount.


 


3.4 The billing period for the Monternet
MMS business is the period from 00:00 on the 1st day of each calendar month to 24:00 of the last day of that month.


 


3.5 The basis for billing and settlement
is the billing tickets collected by the billing system of Party A, the message-generated business shall be calculated subject to
successful receipt by the users, and the month-based business fee shall be calculated subject to the businesses actually ordered
and successfully used by the users.


 


3.6 Information fee settled by the Parties
is exclusive of:


 


3.6.1 The fee of users whose numbers are
cancelled (including the pre-cancellation);


 


3.6.2 The fee of user whose number are
out of service;


 


3.6.3 The fee of the inactive customers;


 


3.6.4 The fee with average single message
fee too high;


 


3.6.5 Refund (double refund);


 






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3.7 Party A shall issue to Party B the
billing statement of the previous month prior to the 15th day of each month through the SIMS system designated by Party A, and
the Parties hereto will check with each other the total information fee accrued during the period from the 1st day to the last
day of the previous month; Party B shall feedback the check results to Party A within ten (10) working days, any delayed feedback
by Party B shall be deemed as the acceptance of the billing statement.


 


3.8 If the balance of Party B is positive,
Party B is required to issue invoice to Party A prior to the 18th day of each month, whether it has any objection as to the billing
statement of the previous month, Party A shall, after receiving valid invoices from Party B prior to the 18th day of that month
(subject to sending by Party B to the address duly designated by Party A), pay the information fee according to the invoiced sum
checked in the billing statement prior to the end of the that month: i.e. the information fee shall be firstly settled as per the
amount in the billing statement, regardless whether the Parties have completed such check as scheduled. After the check is completed,
the overpaid or insufficient amount will be rolled into the subsequent or future settlement period.


 


3.9 If the balance is negative, Party B
is required to pay off the amount owing to Party A prior to the 25th day of each month, whether it has any objection as to the
billing statement of the previous month, Party A will issue invoices upon receipt of amounts owed by Party B: i.e. the information
fee shall be firstly settled as per the amount in the billing statement, regardless whether the Parties could complete such check
as scheduled. After the check is completed, the overpaid or insufficient amount will be rolled into the subsequent or future settlement
period.


 


3.10 If Party B, upon receipt of the billing
statement at the 15th day of each month, discovers that the difference between the actual fees of GoTone users and the
ordering amounts is more than 5%, after deduction of the fees of users whose numbers are cancelled (including the pre-cancellation),
the fee of users whose numbers are out of service; the fee of the inactive customers; and the fee with average single message too
high refund, it may propose to check the billing statement before the 25th of each month; if the difference between
the ordering relationship and the actual fee of Easyown and M-zone is above the success rate, Party B may initiate a request to
check the billing statement of that month, otherwise, the data of Party A will prevail; If there is any objection, the Parties
shall ascertain the specific reasons and resolve it according to the actually accrued amount through amicable consultations.


 


4. Customer Service 


4.1 Party B shall ensure that the Monternet
MMS sent by Party B to its users must be the ones selected and ordered by the users, and, in providing the Monternet MMS hereunder,
Party B must ensure that the content of MMS is healthy and lawful. Party A has the right to supervise and verify the content of
MMS of Party B, and has the right to strengthen control over the content of MMS provided by Party B.


 






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4.2 Party B shall ensure that the customers
are fully aware of the basic elements of the business before they use the Monternet MMS, including the service fee, billing methods,
sending frequency, use methods, general content of the information, etc.


 


4.3 Party B shall set up a 7×24 hours
direct fixed phone and mobile phone as customer service phones, the fixed phone shall not be an extension, and the mobile phone
shall not be powered off or transferred. The numbers of customer service phones shall be filed with Party A and no change shall
be made unless and until with the written permission of Party A. The numbers of customer service phones shall be notified to the
customers either via the website or through external publicity.


 


4.4 Party B shall be responsible for the
full-course service including enquiry, expense inquiry, report and complaint raised by the users in respect of the application
service or content, as well as the report and complaint as to any communications network breakdown. Party B is required to assist
Party A in solving the enquiry, expense inquiry, report and complaint initiated by the users and accepted by the service department
of Party A in respect of the application or content service provided by Party B. Party B shall designate well-trained customer
service personnel to deal with the enquiries and complains of the customers, and shall resolve the customers’ complaints
within a prescribed time limit and make replies .


 


4.5 If the customers claim refund of the
service fee due to any reason that is attributable to Party B, Party B shall refund within the required time limit. The refund
may be made through the following methods: (1). Party B resolves the refund-related question until the customer is satisfied; (2).
Party A may refund it to the customers, and the refund amount paid by Party A may either be deducted from the settlement amount
payable to Party B, or alternatively paid directly by Party B.


 


4.6 If there is any large batch of customers
complaints, reflecting the bad quality of service of Party B or creating a bad social impact, Party A shall have the right to terminate
the cooperation with Party B temporarily; if the conditions are serious, Party A has the right to require Party B to increase certain
amount of customer service cost as appropriate. The customer service cost shall be calculated by Party A as per the actual conditions,
and Party A shall communicate the specific calculation methods to Party B.


 


5. Information Security 


5.1 Party B shall ensure that all the businesses
provided by Party B shall in all aspects strictly comply with the Internet Information Service Management Methods and other
relevant laws, rules and regulations, and will not release, copy, distribute and disseminate any indecent, vulgar and prurient
information that may adversely affect the physical and psychological development of the youth.


 


5.2 Party B shall ensure that the cooperative
businesses hereunder will comply with the regulations of China Mobile concerning prohibited billing services of any form, and shall
not charge any forms of service or business that is generated not through the use and extension of this Monternet business hereunder,
including but not limited movie and music download fee.


 






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5.3 Party B undertakes that it will comply
with the relevant management rules of China Mobile concerning channel promotions in publicizing the cooperative business hereunder:


 


5.3.1 Ensure that the business or the publicizing
channel of the company contains no indecent, vulgar and prurient information;


 


5.3.2 Party B is prohibited to conduct
business publicity through any advertising alliance or other third parties.


 


5.3.3 Party B is prohibited from conducting
any business publicity through other WAP websites other than the Monternet, or inducing the users to subscribe any WAP cooperative
business.


 


5.4 According to the requirements of China
Mobile Party B shall establish an information security team to be responsible for daily management of information security.


 


6. Confidentiality 


6.1 For the purposes of this Agreement,
“Proprietary Information” refers to any information received by one party from the other party (“Disclosing Party”)
that is developed, created and discovered by the Disclosing Party or the information known by or transferred to the Disclosing
Party and which is commercially valuable to the business of the Disclosing Party. The Proprietary Information includes but not
limited to trade secrets, computer program, design technology, idea, know-how, process, data, business and product development
plan; the information of the customers and other information that is related to the business of the Disclosing Party, or the confidential
information received from the other party by the Disclosing Party shall all belong to the Proprietary Information. It is mutually
understood that the Disclosing Party owns and will own the Proprietary Information, and the Proprietary Information is of great
significance to the Disclosing Party; the cooperative relationship between the Parties hereto create a confidential and trust relationship
between the Parties relating to the Proprietary Information hereunder.


 


6.2 Without the prior written consent of
the Disclosing Party, the other Party shall keep confidential the Proprietary Information, and shall not use or disclose it to
any person or entity, unless such disclosure is based on the normal performance of the obligations hereunder.


 


6.3 The Parties shall keep confidential
this cooperation and the existence of this Agreement, without the prior written consent of one party, the other party shall not
disclose the cooperation and existence of this Agreement to any third party.


 


6. 4 This confidentiality clause survives
the termination of this Agreement.


 


7. Disclaimer Statement


The Parties hereto shall not be held liable
to each other, if a force majeure occurs, making the Parties or either party unable to perform or partially perform the relevant
obligations hereunder. The affected party or Parties shall notify the other party of the event of force majeure within ten (10)
days of the occurrence of force majeure, and provide relevant certificates. After the force majeure, the Parties may agree on the
continued performance of this Agreement by one party or both Parties.


 






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8. Liability for Breach


8.1 Any failure by one party to perform
this Agreement or any clause of the annex of the Agreement shall be deemed as a breach of this Agreement;


 


8.2 If one party, upon receipt of any SIMS
notice or other written notice from the other party explaining the detailed reasons for breach, confirms the existence of such
breach, it shall rectify the breach within ten (10) working days and notify the other party in writing, if the breach does not
exist, it shall raise objections or make explanations to the other party within ten (10) working days. In such case, the Parties
hereto shall conduct consultations with each other, failing which, it shall be resolved in accordance with the dispute settlement
clause of this Agreement.


 


8.3 If one party breaches this Agreement,
resulting in any negative impact on or economic loss to the abiding party, the abiding party shall have the right to require the
breaching party to eliminate ill effects and to undertake the economic loss of the abiding party caused by such breach, as well
as to investigate the breaching party into civil liabilities.


 


9. Dispute Settlement 


Any and all disputes arising from the performance
of this Agreement shall be settled through amicable consultations, failing which, either party is entitled to submit it to Beijing
Arbitration Committee for arbitration in accordance with its then-effective arbitration rules. The arbitration award is final and
conclusive, which has binding force upon the Parties hereto.


 


10. Effectiveness, Change, Renewal and
Termination of this Agreement


10.1 The performance period of this Agreement
is one year from August.1st, 2011 until July.31st, 2012, the previous agreement will become invalid automatically from the effective
day of this Agreement. If one party raises any objections, it shall notify the other party in writing thirty (30) days prior to
the expiration of this Agreement, and this Agreement will terminate upon the expiration thereof. After the termination of this
Agreement, the Parties shall properly deal with the post-termination matters. This Agreement will remain effective unless and until
the Parties have fully performed all the obligations hereunder and all the payable accounts and claims have been settled.


 


10.2 Under the Monternet cooperative management
rules, this Agreement will become invalid once Party B withdraws from the services hereunder.


 


10.3 This Agreement shall be made out in
three copies, two copies for Party A, and one for Party B, all of which are of equal legal force and effect.


 






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10.4 The annex attached hereto constitutes
an integral part of this Agreement, and has equal legal force with this Agreement.


 


10.5 During the valid period of this Agreement,
the Parties hereto may change part of, or terminate this Agreement through amicable consultations. If one party intends to change
or terminate this Agreement, it shall submit SIMS notice or make a written statement to the other party thirty (30) days in advance.
The party terminating this Agreement shall be wholly liable for the loss suffered by the other party, unless other party is in
breach of this Agreement.


 


10.6 Any direct or indirect breach of any
provision of this Agreement by one party, or any non-performance, untimely or inadequate performance of the obligations hereunder
constitutes a breach of this Agreement, the abiding party has the right to require the breaching party in written notice to rectify
its breach and take adequate, effective and timely actions to eliminate the consequences of such breach, and indemnify the abiding
party for any and all the losses caused as a result of such breach. If the breaching party fails to rectify its breach within then
(10) days upon the receipt of the notice to rectify the breach, the abiding party shall have the right to terminate this Agreement
in advance either by a SIMS notice (it shall be deemed served upon sending) or by a written notice, and hold the breaching party
liable for its breach.


 


 





	Authorized Representative:	Authorized Representative:
	 	 
	Party A (Company Seal):	Party B (Company Seal):
	 	 
	(Seal)	(Seal)







 


 


 



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