Exhibit 4.108


 


 


 


 


China Mobile Group Jiangsu Co., Ltd.


 


Cooperative Agreement for All-network
Interactive Voice


 


Response (IVR) Service


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signed in: Nanjing, Jiangsu Province


 


 


 




    	 



    	 



    

 


 


	Party A: China Mobile Group Jiangsu Co., Ltd.	 	Party B: Beijing AirInbox Information Technologies Co., Ltd.
	Mailing Address: No.59, Huju Road, Nanjing	 	Mailing Address: 33/F, Tengda Building, No.168, Xi Wai Ave., Haidian District, Beijing
	Zip Code: 210029	 	Zip Code: 100044
	Fax: 025-86668384	 	Fax: 010-88575900
	Tax Registration Certificate (National Tax): 32000670404188X	 	Tax Registration Certificate (National Tax): 110108737685577
	Bank: Agricultural Bank of China, Nanjing Hongqiao Outlet	 	Bank: ICBC, Beijing Capital Stadium Sub-branch
	Account No.: 10100401040000340	 	Account No.: 0200053719200031688


 


In order to take full advantage of the
resources of each Party in their respective service areas, jointly provide quality services to the customers, both Parties hereby
enter into this Agreement regarding the cooperation in the all-network interactive voice response (IVR) service, based on the principles
of equality and mutual benefits, mutual complementarity and development, and through friendly negotiations.


 


I. CONTENT AND PRINCIPLE OF COOPERATION


 


Article 1 Subject to the applicable
laws, regulations and industry administration policies, Party A will carry out fair cooperation with Party B who has the required
qualification and license to promote the all-network interactive voice response (IVR) service. Both Parties will jointly provide
high quality services to customers based on the principles of honest, trustworthiness, cooperation and win-win, in compliance with
the regulations and requirements of the state government and the competent authorities regarding the value-added data industry
and service.


 


Article 2 Cooperation Content and
Business Description


 


During the term of this Agreement, Party
B shall provide the customers with the all-network interactive voice response (IVR) mobile information and value-added data application
services in accordance with Party A's business management standards and requirements, through the network and service platform
provided by Party A and as per the needs of Party A's customers.





 




    	 



    	 



    

 


 


Article 3 Division of Duties Between
Both Parties


 


(1) Party A's Duties


 


As China Mobile's all-network interactive
voice response (IVR) service platform provider, Party A shall provide Party B with a paid network channel and business management
platform, and shall construct and maintain the all-network IVR service platform, put the all-network IVR service online and operate
its own channels relating to the all-network IVR service. The all-network IVR service platform business code assigned by Party
A to Party B is: 501005. The resources of business code are owned by Party A. Upon termination of this Agreement, Party
A may take back the business code and re-assign the same to other parties, and Party B will not use such business code again.


 


(2) Party B's Duties


 


Party B shall collect, edit, preliminarily
review and upload the required service contents, analyze the preferences and demands of the users and provide other supports as
per Party A's business planning and development requirements. In addition, Party B shall use its own channels and marketing resources
to market and promote the all-network IVR service, provide the secondary customer service and other supports according to Party
A's marketing strategy and requirements.


 


II. PARTY A'S RIGHTS AND OBLIGATIONS


 


Article 4 Party A may verify the
documents and materials provided by Party B as required hereunder relating to the normal operation of Party B's business, such
as business license, organization code certificate, tax registration certificate, bank account opening permit, qualification certificate,
sources of information, copyright certificate (letter of authorization) and bank account information. If it is found that there
is any falsified content or any unlawful content contained in those documents and materials, Party A may terminate this Agreement
without liabilities. Party A may as per its needs request Party B to further provide certain documents certifying that Party B
owns or has the license to the intellectual property rights involved in this Agreement.


 


Article 5 Party A may establish
the management rules, performance assessment provisions and customer service standards and documents relating to the all-network
IVR service, and Party B shall comply with and implement such management rules, provisions and standards. Party A will assess the
performance of Party B according to such provisions. If Party B fails to pass the assessment, Party A may suspend the cooperation
with Party B hereunder or even terminate this Agreement.


 


Article 6 Party A may examine any
service provided by Party B involved in this Agreement. Party A may refuse to post any content provided by Party B which does not
comply with any state law, regulation or policy, or is against the public order and morals or Party A considers inappropriate.
If Party B carries out any activity endangering the national security, pornographic or superstitious or any other illegal activity
or misconduct during the term of this Agreement, Party A may immediately terminate the cooperation with Party B, and report it
to the public security bureau or any other competent government authority. If such activity causes any financial loss to Party
A or any adverse effect on Party A's goodwill, Party A may demand Party B to indemnify Party A against the damages and losses resulting
therefrom. Party A shall give a clear reply to Party B in written forms within ten (10) business days upon receiving the application
materials sent by Party B for any service.





 




    	 



    	 



    




 


Article 7 Party A uses its own services
to cooperate with Party B in the all-network IVR service. For this purpose, Party A shall establish the service standards, design
the service platform and service development plan, give guidance to provide the service, and finally review and decide the service
contents and any additional service relating to Party B and the cooperation hereunder. Party A may direct and supervise over the
daily works of Party B relating to the cooperation hereunder, and may demand Party B to correct any activity does not meet the
business management requirements and claim liabilities for breach of contract against Party B.


 


Article 8 Party A shall set the
rate of service fee, while Party B may give certain proposal and advice to Party A in that regard. Party B's proposal and/or advice
will be implemented by Party A if the same is confirmed by Party A. If any service fee cannot be recovered due to such causes as
user downtime, arrears or invalid user, such service fee will not be included in the base amount for the account settlement between
both Parties.


 


Article 9 If Party B breaches this
Agreement, Party A may claim liabilities for breach of contract against Party B in accordance with the relevant business management
rules such as the Rules of China Mobile Jiangsu Company for the Management of Own Business and the Rules for Management of Cooperation
in China Mobile All-network Interactive Voice Response Service. If Party B's breach is caused by any malicious action of any competitor
and Party B has provided certain conclusive and valid evidence, Party A may at its own discretion reduce or exempt the liabilities
of Party B and claim the liabilities against the said competitor.


 


Article 10 With respect to any abnormal
traffic overload which affects the safety of Party A's network operation, Party A may restrict transmission or timely adjust the
traffic according to its system capacity. Furthermore, Party A may notify Party B to deal with the spams or illegal attacks from
Party B within a prescribed period. If Party B fails to timely deal with them as required, Party A may take appropriate measures
to avoid deterioration of the event. In case of any emergency, in order to protect the legitimate rights and interests of the customers,
Party A may take appropriate measures without notice to Party B.


 


Article 11 Party A shall, as per
the business logic, provide the business platform interface, service code, business code and various technical trainings or supports
such as billing and networking required for operating the business. If Party A intends to change certain important data, adjust
its network or modify its software, which would affect the business, Party A shall give a prior notice to Party B.


 


Article 12 Party A shall accept
all service inquiries and complaints from the customers, and process customer feedbacks. Party A shall deal with all customer inquiries,
reports and complaints arising from the problems in its network communication. Where the customer inquiry, fee inquiry, course
of use, complaint or any other customer service problem which is not caused by any problem in the network communication and cannot
be directly explained or the explanation is unsatisfactory to the customers, Party A will forward such issue through the customer
service system to Party B's secondary customer service for subsequent processing, and track the result and promptly give feedbacks
to the customers.





 




    	 



    	 



    




 


Article 13 If Party B commits any
act breaching this Agreement or adversely affecting the customers, Party A may forthwith take certain necessary remedies to the
affected customers and the involved business, so as to avoid deterioration of the losses suffered by the customers or expansion
of the adverse effect. In case of any customer complaint which is caused by any fault of Party B and where a refund is to be paid
(including 100% or 200% refund), Party A may advance the refund to the customer upon demand of the customer, and deduct the same
from the amount of information fee payable to Party B.


 


Article 14 Party A shall be responsible
for the routine maintenance of the all-network IVR platform, and solve all technical failures caused by its reason, so as to ensure
the normal operation of the application services.


 


Article 15 Party A may adjust the
sequence of the all-network IVR services in Party A's WAP portal, client and WEB website as per the business development.


 


Article 16 Both Parties may jointly
carry out marketing, promotional and advertising activities. For that purpose, Party A may request Party B to display the brand
of "China Mobile All-network IVR", and the relevant materials shall be subject to the prior review of Party A. Without
Party A's approval or authorization, Party B shall not use the logo of China Mobile or any other brand, or display 10086 customer
service hotline in its advertising materials. If Party B uses the brand of "China Mobile all-network IVR" beyond the
marketing and promotion of the relevant services approved by Party A, and thus causes any adverse effect on Party A, Party A may
deem it as an infringement and may demand Party B to cease such use and bear all liabilities and consequences resulting therefrom;
where the circumstances are serious, Party A may claim the legal liabilities against Party B.


 


Article 17 With respect to the channel
cooperation, Party A may promote the all-network IVR services of Party B reviewed and approved by Party A in Party A's marketing
channels and in the cooperative marketing channels.


 


Article 18 Party A will utilize
its resources to carry out integrated marketing, advertising and promotional activities, according to the business development
stage and status, as well as the actual needs of the market.


 


Article 19 Party A shall calculate
and collect the service fees, and settle and pay the service fees to Party B in accordance with this Agreement.


 


Article 20 In order to maintain
the market order and avoid vicious competition while promoting the business development, Party A may restrict the number of partners
that provide the similar contents or services of applications by implementing the mechanism of "bottom out" and "enrollment
based on merits", and may adjust the number of partners from time to time.


 


Article 21 Upon expiration or termination
of this Agreement, Party A may take back such network resources as the platform account name assigned to Party B, and re-assign
the same to other parties in cooperation.





 




    	 



    	 



    




 


III. PARTY B'S RIGHTS AND OBLIGATIONS


 


Article 22 Party B shall have obtained
the qualification and license required for the operating the services hereunder, as well as the approval of and registration with
the relevant authority. Party B must provide Party A with the true copies of the documents and materials as required hereunder
relating to the normal operation of Party B's business, such as business license, organization code certificate, tax registration
certificate, bank account opening permit, qualification certificate, sources of information and bank account information, and ensure
that the price of its service fee complies with the regulations of the state pricing administrative authority. Party B hereby undertakes
that it satisfies the requirements of qualification as specified in the Rules of China Mobile Jiangsu Company for the Management
of Own Business and the Rules for Management of Cooperation in China Mobile All-network Interactive Voice Response Service, complies
with the regulations regarding foreign investment in the telecommunication industry, including the Regulations for Administration
of Foreign Invested Telecommunication Enterprises (No.534 Decree issued by the State Council of the People’s Republic of
China). To put it more specifically, the percentage of capital contribution paid by a foreign investor in a foreign invested telecommunication
enterprise operating the value-added telecommunication business shall be not more than 50%. Party B shall report and file any change
of equity structure in writtento Party A at the same time with any change happens. If the equity structure of Party B is changed
and thus it fails to satisfy the basic requirements of qualification in the cooperation, and fails to notify Party A, Party A may
terminate this Agreement and all liabilities resulting therefrom shall be borne by Party B. Party B shall be solely and fully responsible
for any civil dispute or administrative liability arising from the operation of the business hereunder due to any problem in Party
B's qualification.


 


Article 23 Party A may formulate
and amend various business management rules, cooperation management measures, credit management measures, customer service management
rules, assessment management measures and information service standards (the details of which will be published by Party A in China
Mobile new business information management system) from time to time during the term of this Agreement; all these rules, measures
and standards shall be attached hereto as appendices; Party B hereby acknowledges and undertakes to provide the all-network IVR
service in accordance with such rules, measures and standards.


 


Article 24 Party B must ensure that
its all-network IVR service is lawful; it has obtained all government licenses, production and/or use permits and/or authorizations
required for the provision of such service; the content of its service is lawful and non-infringing, and does not infringe any
intellectual property right (such as copyright) or any other lawful right of any third party by misappropriation or use without
the prior consent of the copyright holder. If Party A is subject to any third-party infringement complaint, action or claim due
to Party B's all-network IVR service, Party A may suspend the alleged infringing service and hand over the dispute to Party B for
settlement. In that case, Party B must immediately communicate with the party that makes the complaint or claim, and all legal
and financial liabilities resulting therefrom shall be borne by Party B. In addition, Party A may demand Party B to indemnify it
against all financial losses and goodwill damages resulting therefrom.





 




    	 



    	 



    




 


Article 25 During the term of agreement,
without Party A’s prior written approval, Party B shall not directly or indirectly use any channel to interconnect Party
A's mobile data applications with any third party at any business layer.


 


Article 26 Party B shall actively
cooperate with Party A to test the interface, and provide its services in accordance with the service standards and interface specifications
provided by Party A.


 


Article 27 Party B must provide
Party A with clear and unambiguous information and materials regarding Party B's business, and bear all financial and legal liabilities
arising therefrom.


 


Article 28 Party B must log on Party
A's designated management system every day to view various notices, announcements and other information published by Party A, and
promptly process relevant information. Party B shall be fully responsible for all losses caused by its failure to read the information
published in the SIMS system. It shall be deemed that Party B has understood the notice three days after Party A has published
the notice.


 


Article 29 Under the direction of
Party A, Party B may decide to charge fee for certain service and the rate thereof, provided that the rate of service fee of any
individual all-network IVR service shall be limited to the maximum rate specified by Party A in the relevant management rules for
the all-network IVR service.


 


Article 30 Party B shall actively
carry out marketing and advertising activities according to Party A's permit and uniform arrangement.


 


Party B's marketing and advertising materials
shall display the brand of "China Mobile All-network IVR" in accordance with the requirement of Party A. If Party B carries
out any marketing or advertising activity without the permission of Party A, Party B shall indemnify Party A against all losses
and damages (including but not limited to judicial and administrative penalties, and civil compensation).


 


Article 31 If any third party files
any administrative complaint, action or arbitration due to Party B's no right in its product in cooperation or any other relevant
content or due to Party B's defective license granted hereunder, Party A may as per the actual circumstances cumulatively or selectively
take the following remedies:


 


1. To withhold the payment of a part of
the income payable to Party B hereunder equal to the amount of damages claimed by the third party;


 


2. To demand Party B to properly settle
the issue at Party B's own costs, and in this case, Party B shall at its own costs file a petition to the dispute resolution authority
for participating in the dispute settlement as a third party upon request of Party A;


 


3. To terminate this Agreement or any part
hereof. If such remedies still cannot prevent the damages suffered by Party A, Party B shall promptly and fully indemnify Party
A against and hold it harmless from all damages and losses upon demand of Party A, including but not limited to the amounts prepaid
by Party A to Party B and/or financial losses resulting from interruption of business, and reasonable attorney's fee, litigation
or arbitration costs incurred by Party A for settling the dispute.





 




    	 



    	 



    




 


Article 32 Party B shall provide
the resources and various supporting services required for operating its services in accordance with the division of duties as
stipulated in Article 3 above and strictly following the business development plan prepared by Party A; shall provide related work
such as system maintenance and technical guarantee; shall appoint some special maintenance contact, business contact, customer
service contact and secondary customer service staff members, set up and publicly announce the technical inquiry and complaint
hotline, solve all relevant problems within the prescribed time period and ensure the safe, reliable and stable development of
its business.


 


Article 33 Party B shall assist
Party A in planning the business operation, making the marketing strategy and carrying out business advertising activities, and
provide all supports required for Party A's marketing and promotional activities upon request of Party A.


 


Article 34 During the term of this
Agreement, Party B shall provide the periodic data analysis reports such as development of users, classification of users, habits
of use and business prospect as required by Party A, as well as various detailed statistical statements.


 


Article 35 Party B shall collect
and edit, prepare, obtain the copyright license and preliminarily review the contents of all information involved in its business
according to the business planning and the division of duties as specified in Article 3 above, strictly comply with the Measures
for Administration of Internet Information Services and the Undertaking for the Responsibility of Information Security (Appendix
1 attached hereto), ensure the contents of all information provided hereunder will not violate any national law, regulation or
policy or damage the public interests, and be responsible for all consequences resulting therefrom (including customer complaints,
economic compensation and social impact).


 


Article 36 Party B shall not send
any advertisement or any other information irrelevant to the business and not accepted by Party A and the users to any user through
Party A's communication channel, or send any information violating the Undertaking for the Responsibility of Information Security
(Appendix 1 attached hereto). Without the consent of the customers (whether registered or not), Party B shall not send any promotional
material or any advertising material for the purpose of business advertisement and promotion to such customers. If Party B violates
this provision, Party A may unilaterally terminate this Agreement, and withhold the amount of service fees payable to Party B in
continuous three months as the liquidated damages.


 


Article 37 Party B shall regularly
inspect the security status of its supported business platform and business system, develop certain measures to promptly cope with
emergencies, set up and publicly announce the technical inquiry and complaint hotline, and promptly eliminate any failure according
to Party A's requirement. With respect to any system failure not in the user layer, it shall be eliminated within 4 hours; with
respect to any system failure in the user layer, it shall be eliminated within 1 hour.


 


Article 38 Any application provided
by Party B hereunder shall not exceed the scope of business as described in Article 2 above. If Party B violates this provision,
Party A may unilaterally terminate this Agreement, and Party B shall pay the liquidated damages equal to the amount of service
fees receivable by Party B in continuous three months (excluding the month of such violation) commencing from the date of such
violation. If Party B increases or reduces certain services relating to the cooperation hereunder, it shall give a written request
to Party A at least one month in advance. Where Party A does not respond to the request, it shall be deemed that Party A rejects
the request. If Party A approves Party B's request for provision of additional service in writing, Party B shall test such additional
service and submit a test report to Party A. Only if Party A confirms that the additional service is satisfactory, Party B may
provide such additional service to the customers.





 




    	 



    	 



    




 


Article 39 Party B shall establish
a consumption mode with transparent price and informed consumption according to Party A's uniform requirement, provide such free
content and service as service inquiry, cancellation and customer service instruction, and provide the customers with a convenient
channel for inquiry of service fee. Party B shall provide a service fee inquiry mechanism in the customer service documentation
and during the course of customer service. In its advertisements on the various media such as newspapers, TV, radio, websites and
SMS, as well as in the service promotional materials, Party B must clearly provide the information about service introduction,
rate of service fee, method of use and customer service hotline, and publish and display the details about the service fee involved
in the advertisements. With respect to the service use help information, customer service information, customer password, service
hints and other system held information and menu operation information sent to the customers, Party B shall not charge any information
fee.


 


Article 40 When cooperating with
Party A in carrying out the marketing and promotional activities, Party B shall at all times obtain the consent of the customers
before it provides any service (including paid service and free service) to the customers, and must not provide any service to
or charge information fee from any customer without prior knowledge about the service or involuntarily receives the service. Prior
to the acceptance of the service by the customers, Party B shall cause the customers to have full knowledge about its services
(including rate of service fee, form of service, frequency, use method, main content, method for cancellation and customer service).


 


Article 41 During the course of
service fee inquiry or publication, Party B shall not use any ambiguous wording or fraudulent advertisement. All advertising activities
of Party B must comply with the relevant national laws and regulations regarding release of advertisements. Party B shall ensure
its advertising and marketing contents are true and complete, and shall be solely responsible for all liabilities arising from
legal disputes due to its advertising activities. Party A is not responsible for such liabilities.


 


Article 42 Party B shall not use
any improper means or Party A's communication channel to promote its business, or carry out any unfair competition or fraudulent
activity, or cause any adverse effect on the business operated by Party A or Party A's other partners. If Party B uses any fraudulent
or improper means to promote its business or carry out any unfair competition, Party A may unilaterally terminate this Agreement
in accordance with the Rules of China Mobile Jiangsu Company for the Management of Own Business and the Rules for Management of
Cooperation in China Mobile All-network Interactive Voice Response Service, and withhold the amount of service fees payable to
Party B in continuous three months as the liquidated damages.





 




    	 



    	 



    




 


Article 43 Where any customer refuses
to pay the service fee or Party A advances the refund to the customer due to any quality problem in Party B's service or overcharge
of Party B's service fee exceeding the limit set by the pricing administrative authority, Party A may deduct such amount from the
service fee payable to Party B hereunder; if the service fee payable to Party B is insufficient for such deduction, Party B shall
pay the deficiency to Party A.





 


Article 44 Party B shall provide
the products that are listed on Party A's all-network IVR service platform to Party A for inclusion in such promotional activities
as discount and free trial. Party B hereby accepts the allocation of costs relating to such promotional activities as determined
by Party A.


 


Article 45 Party B shall strictly
protect the security of information about the customers that use the customized services. In order to avoid the risks relating
to the security of customer information, Party B shall not have any similar business cooperation with any competitor of Party A
during the term of this Agreement. If Party B violates this provision, Party A may unilaterally terminate this Agreement and Party
B shall pay the liquidated damages equal to the amount of service fees receivable by Party B in last continuous six months.


 


Article 46 If Party B is not qualified
to operate any Internet service, it shall not provide any service means (including but not limited to service subscription and
service on demand) to any customer through the Internet in whatever forms during the term of this Agreement. In addition, Party
B shall promote its business in cooperation hereunder on any website without the Business License of Telecommunication and Information
Service. Party B shall be fully liable for its violation of the provisions mentioned above during the term of this Agreement.


 


Article 47 Party B shall establish
perfect internal management procedures and systems, strengthen the management of authority to transmit its internal information
and the personnel management, and ensure that all contents provided to Party A's customers are lawful. Party B shall educate its
employees on the regulations and rules issued by the state government and the telecommunication administrative authority regarding
the use of Internet, establish and improve its archives of users, strengthen its user management and education, and improve its
management measures for the network safety and secrecy. If Party B fails to do so, Party A may terminate the cooperation with Party
B.


 


Article 48 Party B shall be responsible
for the security of its own system, and regularly inspect the security of its system. When operating its business, Party B must
not attack the network of China Mobile by whatever means. Party A may notify Party B to deal with the any attack from Party B within
a prescribed period. If Party B fails to timely deal with it as required, Party A may take appropriate measures to avoid deterioration
of the event. In case of any emergency, in order to protect the legitimate rights and interests of the customers, Party A may take
appropriate measures without notice to Party B.


 


Article 49 Upon termination of this
Agreement, Party B shall cooperate with Party A to hand over the relevant equipment maintenance passwords, software development
specifications, instructions for regional marketing events and customer information. When Party B withdraws its all-network IVR
service due to whatever reason (including compulsory withdrawal due to Party A's performance assessment), Party B shall provide
a one-month withdrawal transition period. During this period, Party B shall continue to provide its service to the customers, and
make an announcement to the customers at a prominent place on its website (WAP/WWW) or any other influential channel stating that
it will stop the all-network IVR service soon. During the withdrawal transition period, Party B shall continue providing services
to the customers according to Party A's requirement. After the cooperation is terminated, Party B shall still bear all liabilities
caused by its own activities during the course of cooperation. In case of any substantial customer complaint due to any misconduct
of Party B, Party B shall pay the liquidated damages equal to the amount of service fees receivable by Party B in last continuous
three months.


 




    	 



    	 



    




 


Article 50 If Party B satisfies
the requirements of the business cooperation management rules, it may at its own discretion declare the all-network IVR service
and participate in the partners hierarchical classification rating with the guidance of Party A.


 


IV. PROTECTION OF INTELLECTUAL PROPERTY
RIGHTS


 


Article 51 If Party B uses any work
to which a third party owns the lawful intellectual property right, Party B must obtain a license from the third party or its agent
for such work. If the content of any information provided by Party B infringes any right of any third party, Party B shall negotiate
with the third party or its agent to obtain the license for such work from the third party.


 


Article 52 Party B shall be responsible
for all liabilities and consequences resulting from any illegal or infringing information or service content provided by Party
B.


 


V. BONUS AND PENALTY


 


Article 53 If Party B breaches this
Agreement, Party A may exercise any one or more than one remedies listed below: demand for Party B's immediate correction, rectification
within a prescribed period, public apology to the media and the customers, suspending the examination and approval of Party B's
additional service, postponing the account settlement, withholding the payment, and collection of the liquidated damages. If Party
B's breach is extremely serious, such as complaint of customer to the Ministry of Industry and Information Technology or the communications
administrative authority, or media exposure or any legal action, Party A may immediately terminate this Agreement.


 


Article 54 If Party B commits any
act damaging the interest of Party A's users during the term of this Agreement, including but not limited to:


 


(1) To release any content endangering
the national security or disseminating any reactionary, pornographic, superstitious, crime or illegal information;


 


(2) To use any virus, malicious software
or plug-in to charge and collect fees;


 


(3) To collect call charges from Party
A's users without any prompt;


 


(4) To block any charge reminder SMS which
should be received by Party A's users;


 


(5) If Party B's breach results in complaint
of customer to the Ministry of Industry and Information Technology or the communications administrative authority, or media exposure
or any legal action, etc., Party A may withhold the amount of service fee payable to Party B and the fees of the involved service
will be deducted and not paid. As per the severity of Party B's breach, Party A may claim liabilities for breach of contract against
Party B, fully deduct the outstanding amount and charge the liquidated damages, and terminate the cooperation with Party B. As
the ultimately responsible party, Party B shall properly settle the customer complaints.


 




    	 



    	 



    

 


Article 55 If there are a large
number of customer complaints relating to Party B's service during the term of this Agreement, and the number of complaints exceeds
the maximum limit specified in the relevant performance assessment management rules, Party A may return the paid service fees to
the affected customers, and deduct the returned fees from the amount payable to Party B hereunder.


 


Article 56 If Party B has fully
complied with all provisions of this Agreement and the annual average customer complaint rate relating to Party B's service is
low, Party A will consider renewing the Agreement with Party B in priority under the equivalent conditions.


 


Article 57 Party B shall not send
any information to any customer defaults any due and payable fee for the all-network IVR service, or permit such customer to play
any content on demand for any other customer. If Party B sends any information to such customer or permits such customer to use
the all-network IVR service with full knowledge, Party A may demand Party B to pay compensation for the amount defaulted by the
customer, and may terminate this Agreement.


 


Article 58 If Party B breaches this
Agreement, Party B may demand Party B's affiliates (if affiliated by the same legal representative, same shareholder or same registered
address) to assume the liabilities jointly and severally.


 


VI. CUSTOMER SERVICE


 


Article 59 Both Parties shall work
closely to jointly solve the problems relating to customer complaints, and establish the first inquiry accountability system. Both
Parties shall accept customer complaints, and the party that initially accepts the complaint shall follow up the whole event, while
the other party shall give assistance till the problem is solved.


 


Article 60 Party A shall deal with
all inquiries, appeals and complaints from the customers relating to the problems in its communication network. Party B shall deal
with all customer complaints and inquiries relating to the problems in its business operation or provision of service or content,
and promptly deal with and respond to the customer complaints transferred by Party A. Party B must respond to any customer complaint
within 2 hours, and solve the customer complaint to the satisfaction of the customer within 48 hours. With respect to any customer
inquiry or complaint transferred by Party A, Party B shall respond to it within 24 hours, and solve the customer complaint to the
satisfaction of the customer within 48 hours.


 


Article 61 Party B shall provide
Party A with an accessible 7X24 customer service hotline, appoint special persons to support the secondary customer service, and
keep fast response and interaction with Party A's customer service system. Party B's customer service measures shall at least include:
(1) Customer service hotline: a direct 7X24 customer service hotline (mobile phone number or 400 or 800 transferred charge call
number), which shall not be powered off or transferred, with the accessibility rate not less than 80%; if the customer service
hotline is to be changed, Party B shall give a request at least two months in advance, and the original number shall be kept at
the same time at least for two months. (2) Customer service contact: Party B shall appoint at least one contact, whose contact
phone shall be powered on 7x24 hours and shall not be transferred; the contact number shall be a mobile number (which shall not
be changed throughout the course of cooperation). (3) Customer service email address: the email box shall be accessible and can
receive emails normally, and the capacity shall be at least 10M.


 




    	 



    	 



    

 


 


Article 62 When Party A and its
branches are dealing with customer complaints, Party B shall actively cooperate with the relevant investigations as required, and
provide the relevant historical records and basis.


 


Article 63 In case of any customer
complaint which is caused by any fault of Party B and where a refund is to be paid (including 100% or 200% refund), Party A may
advance the refund to the customer upon demand of the customer, and deduct the same from the amount of information fee payable
to Party B.


 


Article 64 Upon expiration of this
Agreement, Party B shall take all efforts to hand over the platform to Party A, and deal with all customer complaints arising from
such handover.


 


VII. BUSINESS MODE IN COOPERATION; SETTLEMENT
AND PAYMENT


 


Article 65 Party A shall collect
the communication fees, function fees and information fees from the customers accrued from use of the service specified herein
in each account period.


 


Article 66 Both Parties will settle
the information fees relating to the business specified herein on a monthly basis according to the following rules: Party A will
pay 70% of the total information fees it received to Party B, and the remaining 30% will be retained as the service fee receivable
by Party A. In case of any change to the distribution proportion due to any other business adjustment, both Parties will enter
into a supplementary agreement.


 


Article 67 The account settlement
between both Parties shall use the amount of information fees actually received by Party A as the base, according to the data provided
by Party A's BOSS system. The base of account settlement will not take account of any abnormal fee found by Party A in its audit.
The audit rules will be adjusted by Party A as per the business operation status from time to time. The content of such audit shall
include but not limited:


 


(1) Charge against customers with canceled
account (including pre-canceled account): all fees incurred from the accounts in the status of cancellation or pre-cancellation
within the account period.


 


(2) Charge against customers with suspended
account: all fees incurred from the accounts in the status of suspension within the account period.


 


(3) Refund: the sum of all refunds confirmed
within the same account period.


 


(4) Customer service cost: the cost of
such customer services as customer complaint and inquiry confirmed within the same account period.


 




    	 



    	 



    




 


(5) Malicious arrears;


 


(6) Fees incurred from invalid customer
accounts such as silent account, or from customer accounts not used normally such as account not within the business scope stipulated
herein;


 


(7) Income from breaching activity or abnormal
business activity: the income of Party B received from any breaching activity or abnormal business activity, such as self-consumption;


 


(8) Any customer refuses to pay any function
fee, information fee or communication fee, or defaults any fee due to any quality problem in Party B's content or service;


 


(9) Party A may use the balance in any
customer's discount account to set off or pay the amount of payable service fee, and will not take account of such service fee
in the account settlement with Party B.


 


(10) Other causes.


 


Article 68 With respect to the fees
accrued from Party B's use of Party A's paid marketing resources, the costs of marketing activities repaid by Party A to the customers
for behalf of Party B or other deductions payable by Party B to Party A, such amounts may be settled with the information fee payable
by Party A to Party B in the same period by set-off.


 


Article 69 Party A shall issue a
monthly account statement according to the rules relating to business mode, and send it to Party B for review and confirmation.
Upon receiving the statement, Party B shall issue a valid tax invoice to Party A within the time period prescribed by Party A.
Party B's issuance of the invoice indicates its acceptance of the account settlement data provided by Party A.


 


Article 70 Payment of the settled
amount to Party B's designated account by Party A or its head office or any branch shall constitute Party A's fulfillment of its
payment obligation hereunder, and all legal risks relating to this account shall be borne by Party B.


 


Article 71 In accordance with the
national requirement of replacing the business tax with value-added tax, if Party B is subject to this requirement, when Party
B is settling the accounts with Party A, Party B shall issue the VAT invoice in compliance with the national laws, regulations
and standards to Party A according to the settled amount in each period and Party A's policy of "replacing the business tax
with value-added tax". Party B hereby undertakes the form and substance of its invoice is lawful, effective, complete and
accurate. Where Party B fails to issue a VAT invoice or issues an invalid VAT invoice, Party A may postpone its payment without
liability until Party B issues a valid VAT invoice, and Party B shall still perform its obligations hereunder during that period.


 


Article 72 Where Party B issues
an invalid VAT invoice, it shall at its own costs re-issue a valid VAT invoice and deliver it to Party A within the time period
prescribed by Party A.


 


Article 73 Where Party B fails to
issue and deliver a VAT invoice in accordance with this Agreement, it shall re-issue a valid invoice according to Party A's requirement.
In that case, Party B shall indemnify Party A against all losses resulting therefrom upon demand of Party A; where the circumstances
are serious, including but not limited to failure to issue and deliver the invoice in accordance with this Agreement for more than
[3] times, substantial losses suffered by Party A due to Party B's breach or frustrated performance of this Agreement due to Party
B's breach, Party A may terminate this Agreement, and Party B shall indemnify Party A against all losses resulting therefrom and
Party A may demand Party B to pay doubled amount of the losses suffered by Party A. Within two years as from the date of termination
of this Agreement by Party A, Party B shall not participate in any similar product or service cooperation with Party A and its
affiliates.


 




    	 



    	 



    

 


Article 74 Where Party B issues
and delivers an invoice in violation of any national law, regulation, rule or policy, Party B shall be subject to the corresponding
legal liabilities, as well as the following liabilities for breach of contract:


 


1. To re-issue an invoice or make any other
remedy according to Party A's requirement;


 


2. To fully indemnify Party A against the
losses resulting therefrom and Party A may demand Party B to pay doubled amount of the losses suffered by Party A;


 


3. Where Party B paid a performance bond,
Party A will confiscate the bond;


 


4. Party A may terminate this Agreement,
and within two years as from the date of termination of this Agreement by Party A, Party B shall not participate in any similar
product or service cooperation with Party A and its affiliates.


 


Article 75 Where a VAT invoice issued
by Party B is not accepted by the tax authority, and thus Party A cannot deduct the amount thereof, Party B shall indemnify Party
A against the losses resulting therefrom, and Party A may terminate this Agreement and demand Party B to pay doubled amount of
the losses suffered by Party A.


 


Article 76 During the term of this
Agreement, if the number of users or volume of business is quickly dropped, Party A may adjust the business mode in cooperation
with Party B through negotiation.


 


Article 77 During the term of this
Agreement, if “replacing business tax with value-added tax” affects the account settlement mode and distribution proportion
as stipulated herein, Party A may make adjustment appropriately or negotiate with Party B to determine a new business operation
mode.


 


VIII. CONFIDENTIALITY


 


Article 78 For the purpose of this
Agreement, the “Proprietary Information” shall mean any information developed, created, known by or acquired by or
transferred to either Party (“Disclosing Party”), having commercial value to the Disclosing Party’s business,
and disclosed or provided by the Disclosing Party to the other party (“Receiving Party”).


 


Article 79 Proprietary Information
shall include but not limited to technical information, business information, documents, programs, plans, technologies, diagrams,
models, parameters, data, standards, know-hows, businesses or business operation methods and other proprietary information, the
terms and conditions of this Agreement, and other information relating to this Agreement, and the information, data, materials,
opinions, proposals, works in progress and final works generated from the performance of this Agreement, as well as the customer
information and other information relating to the business of the Disclosing Party, or the confidential information received by
the Disclosing Party from other parties.


 




    	 



    	 



    




 


Article 80 Both Parties hereby understand
that Proprietary Information is owned and will be owned by the Disclosing Party; and such Proprietary Information is of importance
to the Disclosing Party; the cooperation between both Parties hereunder creates the confidentiality and trust relationship between
both Parties concerning the Proprietary Information.


 


Article 81 Without the prior written
approval of the Disclosing Party, the Receiving Party shall keep confidentiality of all proprietary information provided by the
Disclosing Party, and shall not use such proprietary information or disclose any of such proprietary information to any person
or entity, unless it is necessary to use or disclose such proprietary information for performance of this Agreement.


 


Article 82 Both Parties shall keep
strict confidentiality of this cooperation and the terms and conditions of this Agreement, particularly as to the competitors of
Party A. Neither Party may disclose the content hereof or information in connection herewith to any third party, without the prior
written approval of the other Party. For the purpose of this Article 81, a "third party" shall mean any individual, corporation
or any other entity other than the parties to this Agreement. However, Party A may disclose the Confidential Information to its
affiliates. Party A's affiliates shall include China Mobile Communications Co., Ltd., China Mobile Group and its directly or indirectly
controlled companies with the primary business of mobile communication within the territory of the People's Republic of China,
and their lawful successors.


 


Article 83 For the purpose of this
Agreement, Confidential Information shall exclude:


 


1. Any information is or becomes generally
known by the public when it is disclosed, or it becomes generally known by the public after it is disclosed, without any fault
of the Receiving Party and/or its employee, counsel, accountant, contractor, consultant or any other person;


 


2. It is proved with documentary evidence
that the information is possessed by the Receiving Party at the time of disclosure, and such information is not directly or indirectly
originated from the Disclosing Party; or


 


3. It is proved with documentary evidence
that the information has been disclosed by any third party to the Receiving Party, and such third party is not subject to the confidentiality
obligation and has the right to make such disclosure.


 


Article 84 The Disclosing Party
may at any time give a written notice to the Receiving Party, demanding the Receiving Party to return any material containing the
Confidential Information and/or the copy thereof. When such material is returned, the Receiving Party shall also provide a written
statement stating that the Receiving Party does not directly or indirectly retain or control any Confidential Information or any
such material containing the Confidential Information after the aforesaid material is returned. The Receiving Party shall fulfill
such requirement within ten (10) days upon receiving the written notice. If it is agreed by both Parties that any material containing
the Confidential Information and/or the copy thereof will not be returned to the Disclosing Party, the Receiving Party shall destroy
or irretrievably delete such material and/or the copy thereof upon request of the Disclosing Party and give a written statement
to the Disclosing Party certifying such destruction or deletion.





 




    	 



    	 



    




 


IX. LIABILITIES FOR BREACH OF CONTRACT


 


Article 85 If either Party fails
to perform any provision of this Agreement, it shall be deemed as a separate breach of contract.


 


Article 86 If either Party breaches
this Agreement and the performance of this Agreement is so frustrated, the other party may terminate this Agreement.


 


Article 87 If the breach of this
Agreement by either Party causes any damage to the other Party’s reputation or causes any loss to the other Party, the other
Party may claim liabilities against the breaching party, demand the breaching party to eliminate the adverse effects and pay economic
compensation accordingly, and terminate this Agreement.


 


Article 88 If Party B breaches this
Agreement, Party A may claim the liabilities for breach of contract against Party B according to various all-network IVR service
management provisions, management measures and service standards formulated and updated by Party A from time to time (as published
by Party A in China Mobile new business information management system).


 


Article 89 If either Party breaches
this Agreement or violates any all-network IVR service management provisions, management measures or service standard (as published
by Party A in China Mobile new business information management system), which causes the performance of this Agreement is frustrated,
the non-breaching Party may terminate this Agreement and claim the liabilities for breach of contract against the breaching Party
in accordance with the requirements published in Party A's management system and the relevant provisions of this Agreement. If
the breach of this Agreement committed by either Party causes any damage to the non-breaching party’s reputation or causes
any loss to the breaching party, the non-breaching party may claim civil liabilities against the breaching party.


 


Article 90 If either Party receives
a written notice from the other Party stating the details of breach and such breach is confirmed, the Party shall make remedy within
20 days and give a written notice to the other Party. If the Party receiving the notice of breach thinks such breach does not exist,
it shall give a written objection or statement to the other Party within 20 days. If the Party receiving the notice fails to give
a reply within the specified period, it shall be deemed that the Party thinks such breach does not exist. In that case, both Parties
may negotiate this issue; if both Parties cannot reach an agreement through negotiation, it shall be settled according to the provisions
of dispute settlement contained herein. The breaching Party shall indemnify the non-breaching Party against all damages and losses
resulting from the breach.


 


X. FORCE MAJEURE


 


Article 91 If the performance of
this Agreement is wholly or partly frustrated due to any accident or any event of force majeure, neither Party is liable for the
financial losses suffered by the other Party resulting therefrom. The Party affected by the event of force majeure shall immediately
send a written notice to the other Party upon occurrence of such event, and shall provide a valid certifying document stating the
detail of such event and the reason for its failure or delay to perform this Agreement or any part hereof or the reason for delay
in performance, within fifteen (15) days upon occurrence of such event. Both Parties may decide to continue the performance of
this Agreement or terminate this Agreement through negotiation, as per the impact of such event on the performance of this Agreement.


 




    	 



    	 



    




 


XI. EFFECTIVENESS, AMENDMENT AND TERMINATION


 


Article 92 The term of this Agreement
shall be as from January 1, 2014 to December 31, 2014. During the term of this Agreement, if either Party intends to add new kind
of service in cooperation, both Parties may enter into a supplementary agreement as an appendix attached hereto.


 


Article 93 If either Party intends
to amend or terminate this Agreement, it shall give a written notice to the other Party at least one month in advance. Oral notice
is invalid. The other Party shall give a reply within one month. If the other Party refuses negotiation, it shall be deemed that
this Agreement automatically terminates. Any dispute arising from the termination of this Agreement shall be settled by both Parties
through negotiation.


 


Article 94 Upon termination of this
Agreement, Party B shall assist Party A in settling the subsequent issues relating to the customers. The responsible party shall
settle all customer complaints and claims caused by termination of this Agreement.


 


Article 95 Any issue absent hereof
shall be settled in accordance with the management rules such as the Rules of China Mobile Jiangsu Company for the Management of
Own Business and the Rules for Management of Cooperation in China Mobile All-network Interactive Voice Response Service. Where
there is no provision in the management rules mentioned above, it shall be supplemented in writing by both Parties through friendly
negotiation.


 


Article 96 This Agreement shall
be governed by the applicable laws of China. If a dispute cannot be settled through negotiation, either Party may file an action
before the people’s court in the jurisdiction where Party A resides.


 


Article 97 This Agreement (including
Appendix 1: Undertaking for the Responsibility of Information Security) is made and executed in four counterparts, two for each
Party and each being of equal legal effect; and Appendix 2: Anti-corruption Cooperation Agreement is made and executed in three
counterparts, each being of equal legal effect.


 


Appendix 1: Undertaking for the Responsibility
of Information Security


 


Appendix 2: Anti-corruption Cooperation
Agreement





	Party A: China Mobile Group Jiangsu Co., Ltd. (Special Seal for Contracts)	 	Party B: Beijing AirInbox Information Technologies Co., Ltd. (Special Seal for Contracts)
	Authorized Representative: (Signature)	 	Authorized Representative: Zhang Tao (Signature)
	Date of Signature: December 15, 2013	 	Date of Signature: December 15, 2013





 




    	 



    	 



    

 


Appendix 1:


 


Undertaking for the Responsibility of
Information Security


 


During the business cooperation with Party
A, we will strictly comply with the national laws and regulations, ensure all information and contents provided by us are secure.
We will also:


 


1. Establish and improve the internal protection
system, information security and confidentiality system and customer information safety management system relating to our products,
as well as the information security accountability system and the information release examination and approval system, and strictly
examine all information to be released by us.


 


2. Strictly comply with the Measures for
Administration of Internet Information Services, and monitor the information released on the platform maintained by us, the information
and contents transmitted through Party A's communication channel, and the conducts and data of the customers, ensure all information
and contents are healthy and lawful, and avoid any authorized disclosure of customer information.


 


3. Display customer code when sending any
information through Party A's communication channel, and not directly send any anonymous information to any mobile phone customer.


 


4. Provide the services in strict compliance
with Party A's requirements with respect to the services operated or supported by us and Party A in cooperation. Clearly define
the customer group and the scope of customers; ensure all mobile phone customers accept our services voluntarily; will not provide
any information to any non-subscribed customer. If we send professional information to the mobile phone customers through Party
A's communication channel, we must apply for and obtain the required qualification from the competent government authority, and
strictly comply with the relevant provisions.


 


5. We warrant and undertake that our business
in cooperation will comply with the relevant provisions of China Mobile prohibiting fee-collection service of whatever forms, and
will not use the all-network IVR business to collect any fee for any other business or service by any of the following means:


 


(1) To use the all-network IVR business
to collect any fee for any service not used or fulfilled through this network, including but not limited to collection of any fee
downloading movies or songs;


 


(2) The businesses and services not covered
by the all-network IVR business may not be used unless the all-network IVR business have been customized or used, including giving
other "complimentary" Internet services by customizing or using the all-network IVR business.


 


6. Not provide any non-subscribed service
(including information service) to any mobile phone customer beyond the scope of license.


 


7. Not produce, reproduce, distribute or
disseminate any information that includes the following contents through Party A's channel:


 


(1) Content that is against the basic principles
of the Constitution;


 




    	 



    	 



    




 





(2) Content that endangers national security,
divulges national secret, subverts national sovereignty or jeopardizes national unity;


 


(3) Content that damages the reputation
and interests of the State;


 


(4) Content that incites ethnic hostility
and ethnic discrimination or jeopardizes unity among ethnic groups;


 


(5) Content that damages the national religious
policy or advocates sects or feudal superstitions;


 


(6) Content that disseminates rumors, disturbs
the social order or damages social stability;


 


(7) Content that disseminates obscenity,
pornography, gambling, violence, homicide and terror, or incites crime;


 


(8) Content that insults or slanders others
or that infringes their legal rights and interests; and


 


(9) Other content prohibited by laws or
administrative regulations.


 


(10) Content that releases any advertising
or promotional material, or any spam irrelevant to the business;


 


(11) Use any WAP website (other than the
all-network IVR) to promote or guide users to subscribe WAP services in cooperation.


 


8. If we find that any information released
by this system clearly falls within the contents listed in Article 7 above, we will immediately discontinue the transmission of
such information and make a report to relevant government authorities.


 


9. If it is difficult to determine whether
certain information released through Party A's channel falls within the contents listed in Article 7 above, we will submit it to
the relevant authority for review before it is released.


 


10. We will keep confidentiality of all
personal data of the customers. Without the prior consent of the customers, we will not disclose their personal data to others,
unless it is otherwise required by the laws.


 


We hereby guarantee that we will accept
the supervision and management of China Mobile Group Jiangsu Co., Ltd. during the course of business operation; if we fails to
comply with any provision hereof, we will assume all legal liabilities and the liabilities for breach of contract resulting therefrom.


 


Undertaker: Zhang Tao


 


Beijing AirInbox Information Technologies
Co., Ltd. (Special Seal for Contracts)


 


December 15, 2013


 




    	 



    	 



    

 


Appendix 2:


 


Anti-corruption Cooperation Agreement


 


Party A: The Data Operation Center of China
Mobile Group Jiangsu Co., Ltd.


 


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


 


Supervisor: The Supervision Department
of China Mobile Group Jiangsu Co., Ltd.


 


In order to regulate the business activities
of Party A, Party B and their employees, protect the lawful rights and interests of both Parties, prevent commercial bribery and
unfair competition, strengthen supervision over non-corruption practices, and avoid any misconduct during the course of business
cooperation, Party A and Party B voluntarily enter into this Agreement.


 


Article 1 This Agreement is an appendix
attached to the Cooperative Agreement for Interactive Voice Response Service, and shall become effective as of being duly signed
by Party A, Party B and the Supervisor. Upon execution of this Agreement, each Party must strictly comply with the provisions of
this Agreement.


 


Article 2 Both Parties shall comply
with the following provisions:


 


1. Strictly comply with the national laws
and regulations, observe the principles of honesty and integrity, and abide by the commercial ethics and professional codes of
conducts.


 


2. Regulate the business activities during
the performance of the contract, clearly define the requirements of business activities, strictly manage the employees of both
parties, and shall not engage in any activity prohibited by this Agreement.


 


3. To actively support and cooperate with
the investigation of the Supervisor.


 


Article 3 Party A and its employees
shall comply with the following provisions:


 


1. Party A's employees and their spouses,
children and other specific related persons shall not solicit, accept or misappropriate in the name of borrowing any property from
Party B or Party B's employees.


 


2. Party A's employees and their spouses,
children and other specific related persons shall not accept any gift, feast, travel, fitness or any other entertainment given
by Party B which would affect impartial performance of their official duties.


 


3. Party A's employees and their spouses,
children and other specific related persons shall not accept any payment or any kind of negotiable securities, payment voucher
or performance share offered by Party B.


 


4. Party A's employees and their spouses,
children and other specific related persons shall not ask Party B to pay any expense or bill which shall be paid by such persons.


 


5. Party A's employees and their spouses,
children and other specific related persons shall not accept any other property or service which would affect impartial performance
of their official duties.


 


6. If Party B provides any item as listed
in Paragraph 1 through Paragraph 5 of this Article 3, or commits any other corruptive activity, Party A's employees and their spouses,
children and other specific related persons shall reject such item; if it cannot be rejected, they shall promptly report it to
Party A's supervision department and surrender the relevant property.


 




    	 



    	 



    




 


7. When working with Party B, if any employee
of Party A finds that he/she or his/her family member has any conflict of interest which would affect the impartial performance
of his/her duties, he/she shall propose withdrawal from his/her duties.


 


Article 4 Party B and its employees
shall comply with the following provisions:


 


1. They shall not give or offer in the
name of lending any property to Party A's employees and their spouses, children and other specific related persons.


 


2. They shall not give any gift, feast,
travel, fitness or any other entertainment which would affect impartial performance of the official duties to Party A's employees
and their spouses, children and other specific related persons.


 


3. They shall not give any payment or any
kind of negotiable securities, payment voucher or performance share to Party A's employees and their spouses, children and other
specific related persons.


 


4. They shall not pay any expense or bill
which shall be paid by Party A's employees and their spouses, children and other specific related persons.


 


5. They shall not give any other property
or service which would affect impartial performance of the official duties to Party A's employees and their spouses, children and
other specific related persons.


 


6. If any employee of Party A, or his/her
spouse, child or any other specific related person solicits or demands any item listed in Paragraph 1 through Paragraph 5 above,
or commits any other corruptive activity, Party B shall reject it and report it to Party A's supervision department. Party A's
supervision department shall protect the lawful rights and interests of Party B's persons.


 


7. When working with Party A, if any employee
of Party B finds that he/she or his/her family member has any conflict of interest, he/she shall propose withdrawal from his/her
duties.


 


Article 5 Duties of the Supervisor


 


1. The Supervisor shall diligently perform
his/her duties, supervise over and inspect the performance of this Agreement, and accept the relevant complaints and reports through
the following telephone number: 15151882855, or the following email address: jjjc@js.chinamobile.com.


 


2. The Supervisor shall take lawful actions
to supervise over and inspect the compliance of the applicable laws, regulations and this Agreement by the employees of both Parties;


 


3. The Supervisor shall supervise over
and inspect the whole tendering process (including awarding the contract), and ensure both Parties will lawfully, equally and fairly
carry out cooperation.


 




    	 



    	 



    

 


 


Article 6 Liabilities for Breach of
Contract


 


1. If any employee of Party A violates
this Agreement, he/she shall be penalized by Party A according to its disciplines.


 


2. If Party B violates this Agreement (whether
corporate or individual action), Party A may charge the liquidated damages against Party B at 1% - 5% of the contract price, and
directly deduct the amount of such liquidated damages from the amount payable to Party B under the contract. Party A may give a
warning, suspension of the contract with Party B or perpetual termination of cooperation, as per the severity of Party B's misconduct,
and file the case with the Group Company's procurement department and the discipline supervision department as per the actual circumstances.
If Party B violates any law, it shall be transferred to the competent judicial authority for investigation.


 


Special notice: Article 1 of the Interpretation
by the Supreme People's Court and the Supreme People's Procuratorate on Several Issues of Specific Application of Laws in Handling
Criminal Cases of Bribery (Fa Shi [2012] No.22) provides that "Whoever gives any briber with the value of RMB 10,000 or more
to any government official for the purpose of seeking any illegitimate interest shall be penalized in accordance with Article 390
of the Criminal Law."


 


3. Any employee of either Party involved
in any misconduct shall not participate in any business cooperation with the other Party in future.


 


Article 7 This Agreement shall be
made and executed in three counterparts, one for Party A, one for Party B and one for the Supervisor respectively.





 


	
        Party A (Signature/Seal): The Data Operation
        Center of China Mobile Group Jiangsu Co., Ltd. (Seal)

         

        
	 	
        Party B (Signature/Seal): Beijing AirInbox
        Information Technologies Co., Ltd. (seal)

         

        Zhang Tao

        

	Supervisor (Signature/Seal): Lu Qun	 	 


December 15, 2013