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LETTER OF AGREEMENT

This agreement is hereby made and concluded by and between Party A (KOPLAYER) and Party B on the principle of equality and mutual benefit through amicable consultation according to Contract Law of People’s Republic of China and other relevant laws and regulations.

CHAPTER 1
Cooperation Content

Party A agrees to authorize Party B to complete operation and promotion of the KOPLAYER. And party B agrees to accept the authorization from Party A.

CHAPTER 2
Rights and Obligations of Both Sides

1.     Party A
1.1   Party A shall provide Party B necessary relevant material as reference and basis of product operation and promotion.
1.2   Party A should provide Party B a unique version of KOPLAYER for distribution.
1.3   Party A should enable Party B to access the record of data.
1.4   Party A should provide quality report weekly.
1.5   Only if Party B executes duties of production promotion, Party A shall pay labor remuneration of promotion according to agreements of this Agreement.
1.6   Without written consent of the party A, Party B shall not delegate third party to operate and promote the Product, otherwise Party B shall bear all of burden for causing loss of Party A.
2.     Party B
2.1   Party B should promote KOPLAYER on his/her social media platform and other online platform legally.
2.2   Party B should report Party A any possible bugs and suggestions about KOPLAYER from users in time.
2.3   Party B should be solely responsible for every possible issues which may cause by illegal and undisciplined promotion.

CHAPTER 3
Remuneration and Method of Paying

1.     Under this Agreement, both parties agree to execute settlement month by month. And in every 21st of current month (If the debit day occurs on holiday, it would be postponed to next working day), Party A provides Party B quality data report from 21st of last month to 20th of current month.
2.     Calculation of remuneration
2.1   We will calculate the remuneration in the following formula:A Period Remuneration = amount of Action*unit-price
2.2    Project Information
         Project Name: KOPLAYER
         Type: PC software
2.3    Campaign details
2.3.1 Definition of Action
         a. User (unique MAC) download [KOPLAYER] and install the software.
         b. Open once
2.3.2 Tracing: Party A shall provide data.
2.3.3 Definition of Unit-price
*Party B should distribute KOPLAYER at least 50 per month, otherwise Party A have the right to terminate agreement.
2.4   The remuneration shall be paid in US dollar. The exchange rate is calculated by the day of the remittance. The labor remuneration shall be paid to PayPal of Party B before 10th of next month after a period. If the debit day occurs on holidays, that would be postponed. Currently, Party A only support pay by PayPal.
2.5   Party A above with-hold and pay relevant taxes and dues according to Chinese relevant laws and regulations before every payment. Party B should pay personal income tax according to his or her country's relevant laws and regulations.

CHAPTER 4
Representation and Warranty

1.     Representation and warranty of Party A
1.1   Party A guarantees its full legal power, right and authority of concluding and executing this Agreement.
1.2   Party A guarantees its ability and strength to execute duties under this Agreement, and that information provided for Party B is true and flawless, and Party A shall not mislead Party B to cause loss to Party B.
2.     Representation and warranty of Party B
2.1   Party B guarantees its full legal power, right and authority of concluding and executing this Agreement.
2.2   Party B guarantees its ability and strength to execute duty under this Agreement, and that information provided for Party A is true and flawless, and Party B shall not mislead Party A to cause loss to Party A.
2.3   Party B guarantees that Party B shall not violate legal interest of third party when carries out operation and promotion of Product , and any dispute, complaint, claim for compensation or lawsuit this may cause between Party A and the third party, Party B shall bear all responsibilities.

CHAPTER 5
Modification and Termination of Agreement

1.     After signing this Agreement, during the effective period of this Contract. This Contract can be modified with mutual consent, but shall in written form.
1.1   Party A has the right to terminate this Agreement unilaterally under following situations; Legal effect of this Agreement is valid when notification of termination of this Contract reaches Party B; Party A has evidence to prove that Party B cannot complete agreed promotion tasks;
1.2   Party B sub-delegates all or part of Product to the third person;
1.3   Party B has other Contract-breach behaviors, thereby frustrating the purpose of the contract.
1.4   Termination of this Contract before expiration shall not affect right and responsibilities that have been made before termination of this Contract according to this Contract.
1.5   Any cheating activity from each parties would be deemed to be fraud and each parties have the right to terminate this agreement. Each parties shall notify other the termination of this agreement by email at least 5 days in advance.

CHAPTER 6
Dispute Resolution

1.     Execution of this agreement should be under the laws of the People's Republic of China.
2.     Both parties will solve the dispute arising from execution of the agreement or in connection with the agreement through friendly consultation. In case the agreement cannot be reached, any party may submit the dispute to the court location of Party A which shall be settled through China that has the jurisdiction.

CHAPTER 7
Others

1.     This Agreement and all its appendixes shall constitute the entire agreement between the Parties with respect to the subject matter set forth herein and supersede any and all previous oral and written discussions, negotiations, notices, memoranda, documents, agreements, contracts and communications between the Parties relating to such subject matter.