LETTER OF INTENT FOR COMMERCIAL COOPERATION

Last updated: June 30, 2019

Please read this terms for LETTER OF INTENT FOR COMMERCIAL COOPERATION ("LOI", "Letter of Intent") carefully before using the http://www.1ion.cn website (the "Service") operated by One Labs ("us", "we", or "our").

THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR PARTICIPATION IN PRODUCT EVALUATION WITH INTENT TO PURCHASE OR FORM A STRATEGIC PARTNERSHIP THROUGH THE USE OF BETA PRODUCTS OR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE,” AND DO NOT ACCESS OR USE THE BETA PRODUCTS OR SERVICES. YOU ACKNOWLEDGE THAT BY USE OF THE BETA PRODUCTS OR SERVICES, YOU AGREE TO ABIDE BY AND THEREFORE ARE BOUND BY THESE TERMS IN THE AGREEMENT. Review the LOI Agreement as conditions for use of OnePi’s Beta Products or Services. The Agreement apply to testing of Beta Products or Services including but not limited to App, services, websites, and Smartphone or other app offerings (“Beta”). Beta Products and Services are the property of OnePi Ltd and Wan Lai Wulianwang Shenzhen and its licensors. OnePi and Wan Lai Wuliangwang Shenzhen are wholly owned subsidiaries of One Labs Holdings Limited.

The Letter of Intent are a legally binding Agreement between you (“Cooperation Partner”) and OnePi (“Company”), governing the letter of intent to use the Beta Products and Services. By use of the Beta, you agree to abide by and are therefore bound by the Agreement, together with all updates, additional terms, distribution licenses and all of OnePi’s Terms, rules and policies that collectively constitute the Agreement. If you do not agree to the Agreement or do not have full power and authority to enter into this Agreement, do not use the Beta.

BACKGROUND

ONE LABS LTD is offering products under development that is of great interest to you and you have agreed to make your interest known to others by way of executing this LOI. ONE LABS LTD and the Cooperation Partner may be individually referred to as a “Party” and collectively referred to as the “Parties”

1. Products

This LOI is applicable to the following product offering:
 - OneQR Adtech
 - OneIoT Commercial IoT System Solutions

2. Cooperation Partner

Through signing up, you are now a signatory and representative of your company and have entrusts the execution of this letter of Intent to evaluate the product / service with potential intent to purchase having the legal power to enter into this LOI and thereby interested in becoming a Strategic Partner of ONE LABS LTD

3. Commercial Cooperation

By signing up, in this LOI we hereby declare our intention to cooperate within the activities of ONE LABS LTD. In particular the Cooperation Partner declares the intention to become either:

 - Reseller Partner: being able to sell or package One Labs products to enterprise and corporate clients
 - System Implementation Partner: being able to implement ONE LABS LTD’s products in third party client environments.
 - User Partner: being interested in cooperation with ONE LABS LTD either as a:
 - Beta Testing Client
 - Projects Client (SOW)
 - Enterprise / SME Purchase Client

4. Duration of the Commercial Cooperation

This LOI shall take effect upon signing by both Parties and shall remain in effect until account termination under Section 11 of this LOI.

5. General conditions

This LOI shall be evaluated by the ONE LABS LTD’s Commission that will have the sole discretion to accept or refuse to enter into this Commercial Cooperation. The decision to accept / refuse the Commercial Cooperation will be communicated by ONE LABS LTD to the Cooperation Partner with a proposal to underfo a formal Commercial Cooperation Agreement.

6. Statements of Intent

Below are the applicable statements in this LOI:

 - ONE LABS LTD agrees to make a beta version of the product available as soon as practical
 - ONE LABS LTD agrees to keep your company informed as to the expected availability of a beta version.
 - ONE LABS LTD agrees to train your company on the use of the beta product and to provide on-going support during the evaluation.
 - Your company believes ONE LABS LTD is developing an innovative product that will address important issues in such a way as to offer significant benefit.
 - Your company has a desire to evaluate a beta version of the product, once available, for its functionality and associated benefits to its operations.
 - Assuming ONE LABS LTD product performs as expected by both parties and the associated cost offers a suitable return on investment, your company have the intent to purchase the product for on-going use.
 - Assuming ONE LABS LTD product performs as expected by both Parties and the associated cost offers a suitable return on investment, your company have the intent to resell the product to existing client or new client.
 - Your company authorizes ONE LABS LTD to disclose the aforementioned interests and intents to other interested parties such as prospective customers and investors. However, such disclosure shall not include online or print media organizations without prior authorization.
 - ONE LABS LTD agrees to make a beta version of the product available as soon as practical

7. Use of Intellectual Property

The Parties agree that any intellectual properties (“IPs”), including proprietary softwares, systems or solutions, currently owned or being developed for carrying out of the activities covered under this LOI, shall be made available as-needed for use and exploitation in the Statement of Intent mentioned in Section 6 of this LOI. No fee shall be charged by one Party against the other Party under the terms of this Memorandum. Each Party, or any of its affiliate(s), remains to hold full legal and economic ownership of their own IPs throughout and after the term of this LOI.

8. Confidentiality

The Parties shall use their best efforts to maintain at all times as confidential

(a) all proprietary information of the other Party obtained under the activities covered by this LOI;
(b) the terms of this LOI; and
(c) the existence and content of any negotiations between the Parties

except that both Parties may (i) inform advisors, counsels, founders and / or employees who, according to each Party, has a need to know, or (ii) make appropriate disclosures as required by applicable laws of any jurisdictions in which this LOI has a nexus. Notwithstanding Section 11 of this LOI, both Parties agree that the any previously signed Mutual Nondisclosure Agreement remains in force.

9. No Joint Venture, Partnership OR Agency

This LOI is not a binding agreement but rather is intended to serve as a basis to allow the Parties to proceed in good faith regarding the above-mentioned relationship before entering into discussion on a formal Commercial Cooperation Agreement. This LOI shall not be intended as a joint venture, partnership or agency agreement between the Parties. Neither Party shall refer to, imply, hold out to any third party or treat the arrangement under this LOI in any manner other than an arrangement between independent contractors.

10. Termination

Any Party may terminate this LOI at any time and on reasonable grounds by giving prior written notice of no less than ten business days to the other Party.

11. Entirety

Unless otherwise stated, this LOI constitutes the entire understanding and intention of the Parties with respect to the Statement of Intent under Section 6 of this LOI, which supersedes all prior representations, warranties and understandings of each Party (whether oral or written). Each Party acknowledges that no promise, inducement, representation or agreement, other than as expressly set forth in this Memorandum, has been made by the other Party.

12. Dispute Resolution and Governing Law

The Parties hereby agree that, in the event of any dispute relating to this LOI the Parties shall first seek to resolve the dispute through informal discussions. In the event any dispute cannot be resolved informally within twenty-one (21) calendar and consecutive days, the Parties agree to resolve the dispute between the Parties through mediation under the jurisdiction of HKSAR. Each party shall bear its own costs of mediation. All other costs shall be shared equally by the Parties as stipulated by the Hong Kong Mediation Centre Mediation Rules. Notwithstanding the above, both Parties reserve its rights to adjudicate this LOI in a legal forum in HKSAR.

13. LANGUAGE

The governing language of these Beta User Conditions is in English or Chinese (Simplified / Traditional). Although ONEPI Ltd may provide other translations for your convenience, the English version shall prevail in the event of any conflict or discrepancy between the English and any other language version of these Beta User Conditions.

14. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms in the LOI at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

15. Contact Us

If you have any questions about these Terms, please contact us.