UPLIVE PLATFORM

COOPERATION AGREEMENT

This UPLIVE PLATFORM COOPERATION AGREEMENT (this “Agreement”) is

entered into on [ date： ] by and between

I. [Asia Innovations HK Limited] with the registered number [2288692], whose

registered address is at [Flat 07, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha
Tsui, Kowloon, Hong Kong] (“Party A”), and

II. [*], Private person, Citizen of [*], holder of [Passport / ID Card] No. [*], domiciled in
[Address], with the contact phone number [*] and contact email [*], and Uplive ID [*]
(“Party B”).

(Party A and Party B hereinafter collectively referred to as the “Parties” and each a “Party”.)

WHEREAS:

A. Party A plans to engage host to provide live streaming and broadcasting services in its
own Platform (as defined below).
B. Party B wishes to live stream with the skills, talent and creative technique on the terms
and subject to the conditions of this Agreement.

Through amicable negotiations, the Parties hereby agree as follows:

1. Definition

1.1 Platform: means a digital live streaming and broadcasting platform that developed
and operated by Party A or its affliciates. This Platform consist of several certain
web and mobile applications include but not limited to Uplive.
1.2 Host: means a person who conduct certain live streaming and broadcasting
behiviors at the Platform, such as video produce and edit, interact with audiance.
Party B shall be a host.
1.3 Ucoin/Udiamond: means the only virtual currency that can be used at the
Platform. For example, Users could use legal currency to recharge Udiamond
under certain rate provided by the Platform and use Udiamond to conduct several
behiviors, such as buy virtual gift in the Platform. The name change of the
Ucoin/Udiamond shall not influence the effectiveness of this Agreement.
1.4 Affiliate: means any entity in which Party A has an interest, or which has an
interest in Party A, including any subsidiary, branch of such an entity. For the
avoidance of doubt, the terms Affiliate include any entity belonging through direct

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 or indirect majority ownership to the group of entities in which Party A is a
member through direct or indirect majority ownership interest.
1.5 Authorized Content: means content posted, distributed, uploaded, disseminated
by Party B on the Platform.
1.6 Competitive Platforms means any platform or enterprise competes with Party A
in terms of product, service or business now or in the future, which include but not
limited to Funplus, Bigo.live, Mico, live.me, live.U, live.ly, Starme, Justalk,
DokiDoki Live, VK live, Line TV, Nonolive, V live, 95 live, music.ly, Kitty Live,
Hello Star, 17, RC, voov, Periscope, TikTok, fireworks, vigo, GoLive, Elelive,
firefly, morein, zakzak, Loops, Younow, Hello yo, Hamo Live, Tango, StreamKar,
hakuna, etc. Party A shall have the right to define Competitive Platforms and
update the list of Competitive Platforms from time to time.
1.7 Platform Regulation: means any and all regulations or regulative papers
regarding the Platform’s operation that Party A has announced, is announcing and
will announce or signed by Party B, which may include but not limited to, user
service agreement, privacy policy, community convention, manual, rule, norm,
notice and announcement of the Platform. Given the user experience improvement,
the Platform Regulation can be modified from time to time under certain
circumstances by Party A and will publish on certain area of the Platfom. Party B
shall stop using the Platform immediately if Party B disagree any of the
modification of the Platform Regulation and if Party B keep using the Platform
after the modification of any Platform Regulation, it shall automatically means
Party B accept aforementioned modification.
1.8  In this Agreement, wherever applicable, and as the context shall so require, the
singular shall include the plural and the plural shall include the singular.
1.9  The headings of the paragraphs herein are intended for convenience only, and
shall not be of any effect in construing the contents of this Agreement.

2. Service

Subject to the terms and conditions of this Agreement, Party B agrees:

2.1. to sign up on the Platform to be a Host;

2.2. to support as reasonably requested by Party A the execution of the policy of
Party A that may have existed or come into existence during the term of this
Agreement;
2.3. to support the activities organized by Party A on the Platform to the
satisfaction of Party A and take actions as may be reasonably instructed by
Party A.

3. Term

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 This Agreement shall be valid for [12] months (the “Contractual Period”) commencing
from the date herein above the first written. Except as otherwise provided thereof, this
Agreement shall be automatically renewed after expiration of Contractual Period.

4. Service Fee
4.1 Service Fee and condition:

4.1.1. Party A shall pay the Service Fees to Party B upon satisfaction of various
conditions as set out in Appendices and subject to satisfaction of the
conditions set out in this Agreement.
4.1.2. Party A reserves the right of final interpretation on such Service Fee and
related policy terms. During the Contractual Period, Party A shall have the
right to adjust Service Fees Policies from time to time specified in
Appendices. If Party A changes the Service Fees Policy, it shall notify
Party B of such change, Party B shall agree and execute with the new
Service Fee policy.
4.1.3. Party B agrees and acknowledges that Party A shall keep and maintain
certain important operational data, such as the time length of video or
audio, the number of Ucoin/Udiamond. In case Party B challenge above
data, Party A shall have the right to make the final decision.
4.1.4. Cashout needs to be done by the hosts themselves. Uplive does not pay
the cashout with the host salary. User or hosts are allowed to either
cashout or convert the u coins earned for diamonds or use it for cashout,
They cannot do both cashout or convert.

4.2 Payment method: Party A shall transfer the Service Fee of the previous calendar
month within 30 days upon verification of Service Fee and receiving invoice from
Party B.

Details of Party B’s Bank Account

Name of Account: [ ]
Bank: [ ]
Branch and Address: [ ]
Account Number: [ ]
SWIFT Code: [ ]

4.3 The Parties agree that if the monthly sum payable to Party B is less than USD
$100, the payable sum would be accumulated and paid in the following month(s)
until it reaches the aggregate sum of USD $100 or higher, whereby it will then be
transferred.

5. Intellectual Property Right

5.1 Party B warrants and represents that:

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 5.3.1 Party A shall have the right of photographing, audio and video recording
of the Authorized Content, and the intellectual property right of above is
belongs to Party A. Party B is not permit to use, display, reproduce,
distribute, disseminate above Authorized Content without the prior written
consent of Party A;
5.3.2 Party A in its sole discretion to reproduce, distribute or disseminate any
and all the Authorized Content;
5.3.3 Party A is entitled to use Party B’s image, name, likeness, photograph,
voice, video, signature, identity, persona, avatar, logo, for marketing and
commercial purposes in connection with the promotion of Party B and/or
Platform, including ancillary products, throughout the world, in all media
and during the term of this Agreement and then after. If and to the extent
any ancillary products are manufactured during the said period, the
foregoing rights shall continue for such ancillary products in perpetuity.
5.3.4 The provisions of Clause 5 shall survive the expiry or termination of this
Agreement, and remain in force indefinitely thereafter.

6. Right and Obligations of Party A

6.1 Party A shall be responsible to develop and maintain the Platform as well as
provide technical support to the Platform.

6.2 Party A shall provide relevant professional personnel for Party B and related
personnel for guidance during the cooperation.

6.3 To the fullest extent permitted by law, Party A assumes no liability or

responsibility for any bugs, viruses, trojan horses, or the like which may be
transmitted via the Platform by any third party, and/or any errors or
omissions in any content or for any loss or damage of any kind incurred as a
result of the use of any content posted, transmitted, or otherwise made
available via the Platform. Party A does not warrant, endorse, guarantee, or
assume responsibility for monitoring any activity by users on the Platform or
the products or services of any third party on the Platform.

7. Right and Obligations of Party B

7.1 The execution and performance of this Agreement does not violate any
applicable laws or contractual obligations by which Party B is bound.

7.2 Party B represents and warrants that it shall have full rights and authority to
enter into this Agreement and undertakes he/she shall conduct live streaming
contemplated in this Agreement. If Party B is a minor, Party B represents and
warrants that he/she is authorized by its statutory guardian to enter into this

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 Agreement and to conduct live streaming contemplated in this Agreement
pursuant to the applicable laws.

7.3 Party B represents and warrants that he/she shall strictly comply with the
Platform Regulation. Party B shall indemnify Party A for any losses and
expenses that may be incurred by Party A due to Party B’s breach of the
Platform Regulation.

7.4 During the Contractual Period, Party A can assess, evaluate performance of
Party B according to Party A’s criteria, such as number of viewers, quality
requirement of live streaming content. If Party A considers Party B has not
met above criteria, Party A shall terminate this Agreement without paying the
Service Fee. Party A shall decide, in its sole discretion, whether the above
criteria is meet or not.

7.5 Without justified reasons, Party B shall not carry out any interactive
arrangement business that may devaluate the image or reduce the popularity
of live broadcast.

7.6 Notwithstanding Party A has right to supervise the performance of Party B,

Party B shall still be responsible for its act, performance, speech on the
Platform. In the event of violation of law, regulations, or infringement of
right of third party, responsibilities of Party B shall not be relieved, reduced
due to the supervision of Party A, meanwhile Party A is entitled to pursue
their liabilities for breach of this Agreement.

7.7 Party B shall not provide any form of improper benefits to employees and
consultants from Party A. Otherwise Party B agree to terminate this
Agreement immediately; if there is any criminal activity, Party A reserve the
right to transfer Party B to judicial authority. If the employee from Party A
solicits bribe from Party B, Party B should feedback on time via email:
upcs@asiainnovations.com.

7.8 Under the following circumstances, corresponding Ucoin, or Service Fees

shall be reduced, returned from Party B or its Host:

7.9.1 Recharge transaction of Ucoin/Udiamond of end user of this Platform

is invalid or failed;
7.9.2 Chargeback or Refund initiated by end user of this Platform is
permitted subject to decision of Banks, payment gateway, courts,
arbitration tribunal, or Party A;
7.9.3 Other circumstances that lead to refund to the end user or other entity.

8. Tax

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 The remuneration in this Agreement is inclusive of all taxes applicable. Party B shall pay
all taxes as applicable relating this Agreement on its own and be liable for the results of
failing to do so, unless Party A is obligated to withhold or deduct taxes under the law of
jurisdiction.

9. Exclusive Cooperation

9.1 During the Contractual Period, Party B agree and undertake to perform this
agreement according to the following article:
During the Contractual Period, without the written consent of Party A, Party B
shall not engage or participate in any activity on a Competitive Platform, such as
promote or cooperate with, and register an account or upload videos, live
streaming, invest, as an owner, consultant, director, stockholder, officer, agent,
consultant on a Competitive Platform, directly or indirectly, either individually or
with others, all over the world.

10. Non-compete
For a period of 12 months after termination, expiry of this Agreement or of cooperation
with Party B, without the written consent of Party A, Party B shall not engage or
participate in any activity on a Competitive Platform, such as promote or cooperate with,
and register an account or upload videos, live streaming, invest, as an owner, consultant,
director, stockholder, officer, agent, consultant on a Competitive Platform, directly or
indirectly, either individually or with others, all over the world.

11. Non-solicit
Party B shall not, directly or indirectly, at any time during the contractual Period, and
for a period of 12 month after termination, expiry of this Agreement, directly or
indirectly, canvass, solicit or approach any full time or part time Host, operational
staff or talent scouts of Party A, or in any way deliberately or intentionally induce
users of the Platform to leave Party A, or engage in the Competitive Platform.

12. Confidentiality

12.1 Party B agrees that the information relating to Party A received or known from
the execution of this Agreement, whether oral or written, including but not
limited to business plans, customer lists, financial or computer data, marketing
methods, formulae, and production methods (“Trade Secrets”) is the exclusive
property of Party A.

12.2 Except with the prior written consent by Party A, Party B shall not use Trade
Secrets, or inform, disclose to, deliver to, transfer to or provide to any third party
the Trade Secret by any other means.

12.3 The right to and benefit of Trade Secrets shall belong to the Party A. Party B shall

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 return all Trade Secrets and its copies to Party A upon request. If the Trade
Secrets are in a digital copy form or another form that which may still be
accessible to Party B, Party B shall destroy the copy and at Party A’s request,
certify that the copy has been properly and completely destroyed.

12.4 Unless the Parties agree otherwise by written agreement, the provision of Trade
Secrets by Party A to Party B shall not constitute any authorization, transfer or
letting of any rights thereof.

12.5 This confidentiality clause shall remain effective in the event of early termination
or expiry of this Agreement.

13. Liability for breach of this Agreement

13.1 In the event of a breach of Exclusive Cooperation, non-compete or Non-solicit

clause by Party B, Party A has the right to choose any or all of the following
remedy measures:
13.1.1 Party B shall pay a liquidated damages amount of 100,000 USD to Party A
for each defaulting; or/and
13.1.2 Party B shall immediately stop its breach of contract on the date of receipt
of Party A’s notification, including but not limited email, phone; or/and
13.1.3 Party B shall correct or take remedial measures in accordance with the
request of Party A and shall do its utmost to reduce or eliminate the adverse
effects caused by its breach of contract; or/and
13.1.4 Party A has right to withhold non-paid Service Fees to Party B, in whole or
in part; or/and
13.1.5 Party A has the right to request Party B to compensate its all losses,
including but not limited to direct losses, indirect losses, attorney’s fees,
travel expenses and other reasonable costs; or/and
13.1.6 If the circumstances of the breach of contract are serious, Party A has the
right to terminate this agreement in advance.

13.2 The occurance of any failure, in whole or in part, by Party B to fufill their
requirements, obligations, Platform Regulations, or any false, inaccurate or
misleading statements or warrants hereof shall constitute, be deemed as an default.
In such cases, Party A has the right to choose any or all of the following remedy
measures:
13.2.1 Party B shall stop its breach act immediately on the date of receipt of Party
A’s notification, including but not limited email, phone; or/and
13.2.2 Party B shall correct or take remedial measures in accordance with the
request of Party A and shall do its utmost to reduce or eliminate the adverse
effects; or/and
13.2.3 Party A has right to withhold non-paid Service Fees to Party B, in whole or
in part; or/and

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 13.2.4 Party A has the right to request Party B to compensate its all losses,
including but not limited to direct losses, indirect losses, attorney’s fees,
travel expenses and other reasonable costs; or/and
13.2.5 If the circumstances of the breach of contract are serious, Party A has the
right to terminate this agreement in advance.

14. Termination of Agreement

14.1 Without prejudice to any other terms in this Agreement, during the Contractual
Period, if Party A considers Party B has violated expected professional, moral,
ethical standards, or any provision hereunder, Party A may unilaterally terminate
this Agreement without prior notice and resort to remedy for breach of this
Agreement. The decision of Party A shall be final.

14.2 During the Contractual Period, Party A may terminate this Agreement at any time
during the Contractual Period according to is business running circumstance.

14.3 If Party B want to terminate this Agreement in advance, it shall inform Party A
with 30 days prior written notice, and obtain written consent of Party A. Otherwise,
Party A is entitled to refuse to terminate this Agreement or withhold non-paid
Service Fees, in whole or in part.

14.4 This Agreement shall forthwith automatically be terminated in the event that any
Party: if (i) a corporation is dissolved, suspended from business, insolvent, re-
organized, liquidated or if an individual, is bankrupt or petitioned for bankruptcy
and (ii) does acts which negatively affects the other Party’s reputation.

14.5 The termination of this Agreement shall not prejudice the rights to take any legal
actions or claim damages or remedies by the Party where applicable.

15. Force Majeure

15.1 If, after the execution of this Agreement, occurs an event which is beyond the
reasonable control and expectation of the Parties, or if foreseen, is reasonably
unavoidable, and it prevents the total or partial performance of this Agreement by
any of the Parties (“Force Majeure”), the period for performing such affected
obligations shall be automatically extended, for a period equivalent to the delay
caused by the Force Majeure. The Party failing or delaying its performance of
obligations due to Force Majeure shall not pay any compensation or be liable to the
other Party.

15.2 The Party claiming Force Majeure shall promptly inform the other Party in writing
of such Force Majeure and shall use all reasonable efforts to terminate the Force
Majeure.

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 15.3 In the event of Force Majeure, the Parties shall immediately negotiate with each
other in order to find an equitable solution and shall use all reasonable efforts to
minimize the consequences of such Force Majeure.

16. Notice
16.1 Unless otherwise agreed by the parties, all notices under this agreement shall be
sent to the designated address by express service or the designated email which be
listed on the first page of this Agreement.

16.2 Any communication or notice sent by e-mail will be deemed received on the same
day if on a Business Day. If it is sent at any other time, it will be deemed received
on the next Business Day. Any communication or notice sent by post will be
deemed received three (3) days from the date of posting.

16.3 If any Party moves from the registered address, change its contact information, it
shall notify the other Party via facsimile, by-hand, email or pre-paid registered mail
(for address, refer to the first page of this Agreement).

17. Governing Law

This Agreement shall be governed by, and construed in all respects in accordance
with, the laws of the Hong Kong SAR.

18. Dispute Resolution

Any dispute arising out of or in connection with this contract, including any question
regarding its existence, validity or termination, shall be referred to and finally
resolved by arbitration administered by the Hong Kong International Arbitration
Centre in accordance with the Arbitration Rules of the Hong Kong International
Arbitration Centre for the time being in force, which rules are deemed to be
incorporated by reference in this clause. The seat of the arbitration shall be Hong
Kong. The language of the arbitration shall be English.

19. Miscellaneous

19.1 This Agreement constitutes the entire agreement of the Parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings
between the Parties.

19.2 The relationship between Party B and Party A is that of independent contractor. In
no event shall Party B be considered as an employee, partner, or investor of Party
A or its affiliates.
19.3 Party A may freely assign, sell, transfer, delegate or otherwise dispose of this
Agreement and any of its rights or obligations under this Agreement. Party B may

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 not and does not have the right to assign, sell, transfer, delegate or otherwise
dispose of this Agreement or any of his/her rights or obligations under this
Agreement without the prior written consent of Party A. Subject to the foregoing,
this Agreement is binding upon and inures to the benefit of the Parties and their
respective successors and permitted assigns.

19.4 The failure of Party A to exercise the rights granted to it under this Agreement
upon the occurrence of any contingency provided for shall not in any event
constitute a waiver of such rights.

19.5 The invalidity or unenforceability of any provision of this Agreement shall not in
any way affect or impair the validity or enforceability of the remaining provisions.
If any provision of this Agreement is declared invalid or unenforceable by
competent authorities, the Parties shall use their best endeavors to agree upon a
replacement provision so as to substantially effectuate the commercial purpose of
the original provision.

19.6 This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
Facsimile and e-mailed copies of signatures in portable document format (PDF)
shall be deemed to be originals for purposes of the effectiveness of Agreement.

19.7 This Agreement is entered into in the English language. In the event of any dispute
concerning the construction or meaning of this Agreement, reference shall be made
only to the Agreement as written in English, and not to any translation into any
other language, even though such translation may also be executed by the Parties.

19.8 This Agreement shall become effective upon the execution hereof by the Parties.

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IN WITNESS WHEREOF, the Parties hereto have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.

Party A: [Asia Innovations HK Limited]

By: ______________________________________
Name: [*]
Title: [*]

Party B: [*]

By: ______________________________________

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Appendix 1 Requirements of Live Streaming Content

Party B shall provide continuous, stable, high quality content on the Platform, and strictly
abide by the following requirements, operation rules:

1.1 Party B shall abide by the corresponding and applicable laws and regulations,
requirement and circulars of the jurisdictions where the Party B resides and where
the Platform operates, and not violate laws, regulations, acts, restrictions and not to
behave in the way that may contravene the social customs and social orders of the
jurisdictions where Party B resides and where the Platform operates;

1.2 Not to behave in the way that will or may harm or impede the operation of the
Platform or bring it into disrepute or infringe the rights and interests of a third
party;

1.3 Party B shall not leave the camera and the Platform for more than five (5) minutes
when interact with other users;

1.4 Party B shall dress decently and maintain a clean and tidy, and orderly appearance
when interact through video;

1.5 The Authorized Contents uploaded, displayed, reforwarded by Party B to other

platform written permitted by Party A shall be supplemented by the watermark
specified by Party A;

1.6 Where there are any online activities or marketing campaigns organized by Party
A, Party B and the Host shall cooperate, coordinate, and participate in such events.
If necessary, Party B and the Host may be required to abide by the timetable
decided and notified by Party A from time to time;

1.7 Party B shall agree to cooperate with Party A’s promotion of the Platform upon
request by Party A from time to time;

1.8 Party B must not upload any viruses or malicious code, or do anything that could
disrupt, overburden, disable, or negatively affect the proper working or appearance
of the Platform;

1.9 Party B must not access, modify, record or collect data from the Platform using
automated means or attempt to access and modify data that Party B does not have
permission to access, record or collect;

1.10 If Party B plays or performs any music, video, song, picture, etc, on the Platform,
Party B should ensure that the use of aforementioned not infringe any right and
interest of other party;

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1.11 Not to create, upload, copy, spread, release, post, distribute, transmit following
contents:

a) jeopardizing State security, betraying State secrets, subverting the 
government, undermining the State unity;
b) stir up ethnic hatred, ethnic discrimination, undermining national
unity;
c) breaking country’s religious policies, promoting cult and feudal
superstition;
d) demagoguery , disturbed society order, destroy a society to
stabiliz;
e) involving politics, religion or pornography;
f) slander, intimidation, threat, sexual connotation, nudity, indecent
act, vulgar speech, drug addiction, smoking, firearm;
g) demonstration of the aforesaid prohibited behaviors by photos,
audios, videos, as well as other behaviors that violate public
order and good custom.

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Appendix 2 Copy of Party B’s Passport

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Appendix 3 Service Fees Policy

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