Exhibit 4.59
EXCLUSIVE COOPERATION AGREEMENT
Chengdu Momo Technology Co., Ltd.
and
Beijing Momo Information Technology Co., Ltd.
and
Beijing Momo Information Technology Co., Ltd. Chengdu Branch
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EXCLUSIVE COOPERATION AGREEMENT
This Service Agreement (“Agreement”), effective on January 6, 2020 (“Effective Date”), is concluded by and between Chengdu Momo Technology Co., Ltd. (“Momo Chengdu”), a company incorporated under the laws of the People’s Republic of China, and Beijing Momo Information Technology Co., Ltd. and its Chengdu branch (“Momo Info.”), companies incorporated under the laws of the People’s Republic of China, (each “aParty” and collectively, “theParties”).
BACKGROUND
Whereas,Momo Chengdu is responsible for operating theMomo App Game Center andHongNiang Appin China by obtaining and maintaining the Internet Content Provider (“ICP”) license and Internet Culture Business License required to operateOnline Game Business andOnline Speed Dating Businessin China.
Whereas,Momo Chengdu acquires theLicensing of Intellectual properties as well as theServices ofMomo Info. to carry out theOnline Game Business andOnline Speed Dating Business in China.
Whereas, thisAgreement sets forth the terms and conditions under whichMomo Info. has agreed to provide, andMomo Chengdu has agreed to receive, theLicensing and theServices;
Whereas, the capitalized terms used and not otherwise defined in these recitals are defined in Article 1 of thisAgreement;
Now, therefore, in consideration of the mutual promises, convenants, conditions and terms set forth herein,the Parties agree as follows:
1 | DEFINITIONS. |
Capitalized terms used in thisAgreement have the meanings set forth in this Article 1 or as otherwise defined in the context of the provision.
“Online Game Business” means all the online game operation business and online game virtual coins issuance business made available from theMomo Appin China.
“Online Speed Dating Business”means all the speed dating business via video made available from theHongNiang Appin China, which is a location-based social networking software designed to be installed and used on mobile phone.
“Momo App” means the location-based social networking software designed to be installed and used on mobile phone.
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“Effective Date” is September 1, 2019.
“Governing Laws” is defined in Section 6.a.
“Licensing”meansMomo Info. agrees to grant the use right of its intellectual properties toMomo Chengdu under thisAgreementfor the purpose of release games and provide speed dating services to users, includingMomo App andHongNiang App.Momo Info. authorizesMomo Chengdu to operate the game products developed byMomo Info. and register the game products under the name ofMomo Chengdu for this purpose, butMomo Info. retains the ownership of the game products (licensing details will be set forth in supplemental agreements to thisAgreement).
“Services” means those technical andnon-technical services to be provided byMomo Info. toMomo Chengdu under thisAgreement. Technical services include: (i) assistance in the software upgrade, technical modification, and routine maintenance ofMomo App Game Center and HongNiang App; (ii) statistics analysis onMomo App Game Centerusers andHongNiang App users, as well as information security complete preservation and backup services; (iii) server layout and network environment maintenance; (iv) network security evaluation and management services; (v) after-sale services including training and consulting, etc.Non-technical services include: i) game product development and business negotiation; (ii) marketing and advertising services; (iii) sales and payment channel management and development; (iv) call center management services; (v) administrative services including legal, finance, HR and admin to supportMomo Chengdu in the operation of theOnline Game Business andOnline Speed Dating Business and in China; and (iv) other services asthe Parties may agree from time to time.
“License Fee” is defined in Section 4.
“Service Fee” is defined in Section 4.
“Term” is defined in Section 2.a.
2 | TERM AND TERMINATION. |
a. | Term.The term of thisAgreement will begin on theEffective Date and will remain effective for ten (10) years. After the effective period,Momo Info. may decide if thisAgreement will be renewed and how long it will be renewed for (“Term”). |
b. | Termination for Convenience. Momo Info. may terminate thisAgreement upon thirty (30) days’ written notice.Momo Chengdushall not terminate thisAgreement under any circumstances. |
c. | Prior Agreements.ThisAgreement supersedes and terminates any and all prior agreements or contracts, oral or written, entered into betweenThe Parties relating to the subject matter thereof. |
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3 | EXCLUSIVE COOPERATION AND INTELLECTUAL PROPERTY RIGHTS. |
a. | During theTerm,Momo Info. shall provide theLicensing of intellectual properties and theServices toMomo Chengdu as agreed by the Parties from time to time. WithoutMomo Info.’s consent,Momo Chengdu is not entitled to the right to engage any other third parties to perform, any licensing of intellectual properties and services similar to the Licensing or theServices. |
b. | Momo. Info.reserves all the intellectual property rights developed under this agreement, including but not limited to copyright, patent right, right of patent application, knowhow, business secret, etc. |
4 | LICENSE FEE, SERVICE FEE AND PAYMENT. |
a. | Pursuant to thisAgreement,Momo Info. agrees to grant the use right of its intellectual properties toMomo Chengdu under thisAgreementfor the purpose of release games and provide speed dating services to users, includingMomo App andHongNiang App.Momo Chengduagrees to payMomo Info. a license fee (“License Fee”) in consideration of the rights granted. The calculation methodology of theLicense Fee will be set forth in supplemental agreements to thisAgreement. |
b. | Pursuant to thisAgreement andMomo Chengdu’s request from time to time,Momo Info. providesMomo Chengdu with theServices.Momo Chengdu intends to payMomo Info. a level of compensation commensurate with the value of theServices it provides, which are essential and fundamental to the economic success or failure ofMomo Chengdu’s business in China. |
c. | To ensure the high quality of theLicensing and theServices,Momo Info. agrees to be compensated for theServices only ifMomo Chengdu achieves a level of operating profit above a certain rate (“Expected Profit Rate”) of total revenue derived byMomo Chengdu for operating theMomo App Game Center and HongNiang App in China. The reasonable range ofExpected Profit Rate will be set forth in Appendix 1 to this Agreement. |
TheLicense Fee and theService Fee will be calculated such that after it is paid,Momo Chengdu’s operating profit rate will not be lower than theExpected Profit Rate (“Service Fee”). IfMomo Chengduachieves a level of operating profit above theExpected Profit Rate, the excess profit will be paid toMomo Info. in the form ofLicense Fee andService Fee. The calculation methodology of theLicense Fee andService Fee will be set forth in supplemental agreements to thisAgreement. IfMomo Chengdu is unable to achieve theExpected Profit Rate due toMomo Info.’s failure in providing the high quality services,Momo Info. will not be entitled to anyLicense Fee orService Fee.The Parties agree to review theExpected Profit Rate from time to time.
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d. | Payments Due.Payment notice for theLicense Fee and theService Fee shall be presented on a monthly basis.The Parties agrees to pay the total amounts shown as due within sixty (60) days from the end of such month.The Parties agrees to pay or offset the payments from time to time, as requested by eitherParty. |
e. | Currency.All computations and payments made pursuant to this Article 4 shall be in Chinese RMB. A netting of any amount payable under thisAgreement against existing accounts payable and accounts receivable shall be an acceptable manner of payment, effective as of the date of the netting on the books of the Parties. |
5 | TAXES. |
a. | Momo Info’s Tax Responsibility. Momo Info. is liable for any value-added tax, excise tax, tariff, duty or any other similar tax imposed by any governmental authority arising from the performance ofServices under thisAgreement. |
b. | Momo Chengdu’s Tax Responsibility. Momo Chengdu is liable for any value-added tax, excise tax, tariff, duty or any other similar tax imposed by any governmental authority arising from its performance of thisAgreement. |
6 | COMPLIANCE WITH LAWS. |
a. | Compliance.Each Party will perform its obligations under thisAgreement in a manner that complies with all laws applicable to that Party’s business. Without limiting the foregoing, the Parties will respectively identify and comply with all laws applicable to the Parties including: (a) laws requiring the procurement of inspections, certificates and approvals needed to perform theServices, and (b) laws regarding healthcare, workplace safety, immigration, labor standards, wage and hour laws, insurance, data protection and privacy (collectively, “Governing Laws”). |
b. | Change in Law.The Parties will work together to identify the effect of changes in laws on thisAgreement, and will promptly discuss the changes to the terms and provisions of thisAgreement, if any, required to comply with all laws. |
7 | CONSTRUCTION. |
a. | Severability.If any provision of thisAgreement is held by a court of competent jurisdiction to be contrary to Law, then the remaining provisions of thisAgreement, if capable of substantial performance, will remain in full force and effect. |
b. | Applicable Law.ThisAgreement shall be construed and enforced in accordance with the laws of the People’s Republic of China without regard to conflict of laws principles. |
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c. | Resolution of Disputes.ThisAgreement shall be governed by the laws of the Peoples’s Republic of China. All the disputes arising from the conclusion, performance or interpretation of thisAgreement shall be settled by the Parties through consultation. If the consultation fails, the disputes shall be referred to China International Economic and Trade Arbitration Commission for arbitration. The place of arbitration shall be in Beijing. The arbitral award shall be final and binding upon both Parties. |
Each ofMomo Info. andMomo Chengdu has caused thisAgreement to be signed and delivered by its duly authorized representative to be effective as of theEffective Date.
By: | /s/ Chengdu Momo Technology Co., Ltd. | |
Title: | Legal Representative |
For and on behalf of
Chengdu Momo Technology Co., Ltd.
By: | /s/ Beijing Momo Information Technology Co., Ltd. | |
Title: | Legal Representative |
For and on behalf of
Beijing Momo Information Technology Co., Ltd.
By: | /s/ Beijing Momo Information Technology Co., Ltd. Chengdu Branch | |
Title: | Legal Representative |
For and on behalf of
Beijing Momo Information Technology Co., Ltd. Chengdu Branch
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