Contract

Exhibit 4.69 SOFTWARE LICENSE AGREEMENTThis Software License Agreement (hereinafter referred to as “this Agreement”) isentered into by and between the following two parties in Shanghai on January 12,2005.Party A/The licensor: Shanghai Linktone Internet Technology Co., Ltd.Address: Xinlian Village, Malu Town Jia Ding District, ShanghaiParty B/The licensee: Shanghai Weilan Computer Co., Ltd.Address: No.558, Da-Zhi Road West, Ma-Lu Town, Jia Ding District, ShanghaiThe licensor and the licensee are each referred to as “either party”, andjointly referred to as “the two/both parties”.Whereas:(1) The licensor is a wholly foreign owned company incorporated in Shanghaiunder the laws of PRC, and owns the intellectual property and ownership in the”Linktone RBT SMS Order Software V1.0″ (hereinafter referred to as the “cellphone game software”);(2) The licensee is a wholly domestic invested company incorporated in Shanghaiunder the laws of PRC, and has been approved by Shanghai MunicipalCommunications Administration to provide information service (excluding Internetinformation service and telephone information service);(3) The licensor permits the licensee to use the cell phone game software andprovide it with relevant technical support service; whilst the licensee agreesto accept the authorization by the licensor to use the cell phone game softwareand pay related fees accordingly.NOW THEREFORE, after friendly negotiation the two parties hereby agree asfollows:1. Licensed content and scope:1.1 The licensor grants the licensee the right to use the aforesaid cell phonegame software.1.2 Within the term of this Agreement, the licensor provides the licensee withthe following guarantees and support with regard to the use of the cell phonegame software:1.2.1 Guarantee for installation, preliminary trainings and adjustments: thelicensor shall provide the licensee with software installation and preliminarytrainings, and also make initial adjustments into the software when necessary.1.2.2 Guarantee for additional training: if the licensee requests the licensorto provide additional training, the licensor shall do its utmost to provide suchtraining in time as requested. 11.2.3 Guarantee for maintenance and update: the licensor commits to rectifyingthe errors and/or faults in the cell phone game software, and providingmaintenance for the sake of guaranteeing the normal use of cell phone gamesoftware, including but not limited to maintenance and update of softwaretechnology and content.1.2.4 Guarantee for safe operations of software: the licensor shall, within theterm of this Agreement, provide support at any time to ensure the safeoperations of the cell phone game software.1.2.5 Guarantee for market demands and sales amount: the licensor guaranteesthat it has the proprietary right of the cell phone game software, and shalltechnically assist the licensee in market promotion and sales supports.1.3 The right to use the cell phone game software under this Agreement shall benon-transferable, sole and exclusive.1.4 The right to use the cell phone game software granted to the licensee underthis Agreement shall be effective only within the scope of value-added telecomservice. The licensee agrees not to make use of directly or indirectly, orauthorize any other party to make use of, the aforesaid cell phone game softwarein any manner, unless otherwise provided under this Agreement.1.5 The license to the licensee under this Agreement shall be effective onlywithin the territory of PRC. The licensee agrees not to make use of directly orindirectly, or authorize any other party to make use of, the aforesaid cellphone game software within any other region.2. Ownership and intellectual property:The licensor particularly agrees and guarantees that it owns the entireintellectual property in the cell phone game software, and possesses the fullpower to grant the right to use of the cell phone game software to the licensee.Such rights are the whole rights that the owner of intellectual property of thecell phone game software shall enjoy, and will not infringe on the rights of anyother party. The licensor particularly guarantees that it has already gonethrough, or is going to go through necessary formalities for registration ofthose relevant software products with competent departments.3. Charge and paymentConsidering the fact that the right to use cell phone game software and theservice provided by the licensor constitute an indispensable, significantcomponent part for the sake of the licensee’s provision of value-added telecomservice; and that the development of value-added telecom service that thelicensor provides its end-users with is directly dependent, to a rather bigextent, on the quality of the cell phone game software and technical service;and also that the licensor has invested a lot of manpower and resource duringdevelopment of the cell phone game software; and with an eye to the necessity ofproviding those service items and guarantees listed under the sub-clauses 1.2.1,12.2 and 1.2.3 to the licensee for a long period of time within the term of this 2Agreement, both parties agree that the licensee shall pay the following fees tothe licensor as stipulated under the following sub-clauses:3.1 Within the period of time when the cell phone game software is used aslicensed, the licensee shall pay 92% of its total revenue earned from provisionof short message service to the licensor, as the charge for software use andaccess to relevant technical service.3.2 The licensee shall, within the following 7 days after the ending of eachmonth, provide the licensor with the statement of its sales income of the cellphone game software in the preceding month.3.3 The licensee shall pay the charge for software use on a monthly basis. Thelicensee shall, within the following 7 days after the ending of each month, paythe charge for software use with regard to its factual sales income in thepreceding month to the licensor.3.4 Within the ensuing one month after expiration of this Agreement, thelicensee shall, still as per this Agreement, pay the entirety of the charge forsoftware use which is payable but outstanding with regard to the proceeds thatit has earned prior to the date of expiration of this Agreement, to thelicensor.3.5 Payment:All payments that the licensee shall make to the licensor pursuant to thisAgreement shall be made in Renminbi into the following bank account via banktransfer:Bank of deposits: _______________________________Address: ________________________________________Account number: _________________________________4. Software protection and confidentiality4.1 Software protection4.1.1 The licensee agrees to provide the licensor with necessary assistance toprotect the licensor’s ownership in aforesaid cell phone game software. Once anythird party claims compensation upon such software, the licensor shall be ableto, at its own discretion, respond to a lawsuit filed with regard to suchcompensation in its own name, or in the licensee’s name or in both parties’names. In case that any other third party commits any behavior that infringesupon the aforesaid cell phone game software, the licensee shall, within thelimits of its own knowledge, immediately notify the licensor in writing of thebehavior that infringes upon the aforesaid trademark; only the licensor shallhave the right to decide whether to take any action against such infringementbehavior(s) or not.4.1.2 The licensee agrees to make use of the aforesaid cell phone game softwareonly under this Agreement, and not to make use of such cell phone game softwarein any manner that is deemed by the licensor as fraudulent or misleading or anyother manner that jeopardizes the aforesaid cell phone game software or thebusiness reputation of the licensor.4.2 Confidentiality 34.2.1 The licensee shall keep all confidential data and information of thelicensor that it knows or gets in touch with for reason of being licensed to usethe aforesaid cell phone game software (hereinafter referred to as “confidentialinformation”) in secrecy; in addition, when this Agreement is terminated, thelicensee shall return all those files, documents and software that have bornesuch confidential information to the licensor as requested by the licensor, ordestroy such files, documents and software on its own, and delete all theconfidential information from all relevant memory devices, and shall notcontinue to use such confidential information. The licensee shall not discloseor transfer out such confidential information to any other third party, withoutthe written consent from the licensor.4.2.2 Both parties agree that no matter whether this Agreement is amended,dissolved or terminated, sub-clause 4.2.1 shall remain in effect further still.5. Statements and undertakings5.1 The licensor states and undertakes as follows:5.1.1 The licensor is a company duly incorporated in accordance with, andvalidly existing under, the laws of PRC.5.1.2 The licensor signs and fulfills this Agreement within the limits of itscorporate powers and business scope; has already taken necessary corporatebehaviors and been duly authorized; and has already acquired the consent andapproval from the third party and the competent governmental agency, as well ashaving not violated the restrictions imposed by those laws & agreements that arebinding or governing.5.1.3 Once signed under laws, this Agreement shall constitute obligations thatare lawful, effective and binding on the licensor, and can be enforced towardsthe licensor in line with the terms of this Agreement.5.1.4 The licensor owns the intellectual property and ownership in the cellphone game software under this Agreement.5.2 The licensee states and undertakes as follows:5.2.1 The licensee is a company duly incorporated in accordance with, andvalidly existing under, the laws of PRC, and has been approved by the competentdepartment under the Chinese government to provide information service(exclusive of Internet information service and telephone information service).5.2.2 The licensee signs and fulfills this Agreement within the limits of itscorporate powers and business scope; has already taken necessary corporatebehaviors and been duly authorized; and has already acquired the consent andapproval from the third party and the competent governmental agency, as well ashaving not violated the restrictions imposed by those laws & agreements that arebinding or governing.5.2.3 Once signed, this Agreement shall constitute obligations that are lawful,effective and binding on the licensee, and can be enforced towards the licenseein line with the terms of this 4Agreement.6. PromotionUnder any circumstances, if the licensee needs to use promotional materialsregarding the cell phone game software, then it shall bear the production costsof such promotional materials. The licensor shall own, solely and exclusively,those intellectual properties in all the promotional materials with regard tothe trademark under this Agreement, no matter that such promotional materialhave been invented or used by the licensor or the licensee. The licensee agreesnot to promote the public awareness of, or advertise, the cell phone gamesoftware under this Agreement on any radio or TV channel, newspapers, magazines,Internet or any other medium, without acquiring the prior written consent fromthe licensor.7. Term of this Agreement:7.1 This Agreement is signed and takes into effect on the date specified at thebeginning of this context; and shall be expired on 31 December 2006, unless thisAgreement is terminated earlier as stipulated herein.7.2 This Agreement may be renewed prior to the expiration date, after thelicensor has confirmed such a renewal in writing; in such a case, the twoparties shall enter into another agreement. However, the licensee shall not havethe right to unilaterally confirm whether or not this Agreement is to berenewed.7.3 Within the term of this Agreement, the licensor shall be entitled to, at anytime, send out a written notice to the licensee for termination of thisAgreement; and such notice for termination will become effective commencing fromthe 30th day after it is sent out.8. Amendments and termination of agreement:Either party shall be entitled to send out a written notice to the other party,which has committed any behavior in severe violation of this Agreement(including but not limited to violation of its obligations described underClause 2 or Clause 3 under this Agreement) and has further failed to rectify itsviolation behavior as such within the ensuing 30 days after its receipt of anotice sent out by the non-breaching party with regard to both the occurrenceand existence of its violation behavior, for terminating this Agreementimmediately; however, the termination of this Agreement shall not jeopardize anyright or relief that the party asking for termination of this Agreement hasenjoyed according to laws or for any other reason.9. Force majeure9.1 “Force majeure” meanz all those events which cannot be foreseen at the timeof signing this Agreement, and whose occurrences and consequences cannot beavoided or overcome, and that occur after the date when this Agreement is signedand impede either party from fulfilling a part or 5the whole of this Agreement. Such events include earthquake, typhoon, flood,fire, warfare, discontinuity of international or domestic transportation work,prohibition or any other similar action taken by the government or any otherpublic agency, infectious disease and any other accidents that cannot beforeseen, avoided or overcome, including those events that are defined as forcemajeure events according to the generally acknowledged business practices.9.2 In case of occurrence of any force majeure event, either party shall be ableto suspend fulfillment of its obligations which are affected by such a forcemajeure event during the period of postponement thus incurred, and postpone thetime limit for its fulfillment of such obligations accordingly; the time lengthof such a postponement shall be equal to the period of time when the fulfillmentof such obligations is suspended; and the affected party does not need to payany penalty or make any compensation in such a case.9.3 The party that claims the occurrence of force majeure shall, within theensuing ___ days after occurrence of the force majeure event, notify the otherparty of the occurrence of such a force majeure event in writing, plus the timelength of its duration. Furthermore, the party that claims the occurrence offorce majeure shall make all rational efforts to terminate the force majeure.9.4 In case of occurrence of any force majeure event, the two parties shallimmediately negotiate with each other to seek after an equitable method ofsettlement and make all rational efforts to minimize the consequences of thisforce majeure event.10. Notification10.1 In case of occurrence of any matter that is likely to give rise to anydispute or affect the fulfillment of this Agreement, either party shall have theobligation to notify the other party in writing in an effective manner within areasonablel period of time.10.2 The effective modes for acknowledgement for receipt of a notice under thisAgreement include: registered mail, express mail, and courier delivery.10.3 Any written notice, no matter sent by registered mail, express mail orcourier delivery, shall be deemed as being received on the date when theconcerned recipient puts his or her signature on acknowledgement for his or herreceipt of such a notice, or on the 7th day after being sent out. If the date ofsigning the acknowledgement for receipt of this notice comes earlier than the7th day after the notice is sent out, then the same notice shall be deemed asbeing received on the date of signing the acknowledgement; and on the contrary,the notice shall be deemed as being received on the 7th day after the notice issent out. All notices shall be sent to the following addresses of the twoparties:Party A’s address: 5/F., Dong Yin Building, No. 689 Beijing Road East, Zip Code:200001Party B’s address: 4/F., Dong Yin Building, No. 689 Beijing Road East, Zip Code:200001Either party that needs to change its address stated above must notify the otherparty in writing.11. Settlement of disputes 611.1 In case that any disputes arise between the two parties with regard totheir fulfillment of relevant matters under this Agreement, they shall firstlyendeavor to solve such disputes through friendly negotiations. In case that theyfail to solve such disputes after negotiating with each other in a friendlymanner, it is then necessary for them to render such disputes for settlement vialitigation or in a non-litigant way.11.2 In case that the disputes between the two parties cannot be solved throughfriendly negotiations, either party shall be entitled to institute legalproceedings to the People’s Court in the place where the licensor is located.11.3 The other matters under this Agreement than those in disputes shall beperformed as per the stipulations under this Agreement further still, during thecourse of litigation.12. Governing lawsThis Agreement shall be governed by, and interpreted in accordance with, thelaws of the People’s Republic of China.13. Effectiveness of agreementThis Agreement shall come into effect immediately upon execution by theauthorized representatives of the two parties.14. General provisions14.1 Either party’s exemption of the other party (“the latter”) from thelatter’s responsibility for either violation or failure in fulfillment of anyclause under this Agreement, or the latter’s failure in fulfilling any clause orany right under this Agreement for one or more times must not be construed asany amendment into any right under this Agreement and a waiver of its right ofinvestigating into the latter’s responsibility for any subsequent violation orfailure in fulfillment of this Agreement, or a waiver of any of such clauses orrights in this Agreement.14.2 The ineffectiveness of any clause in this Agreement must not affect theeffectiveness of any other clause under this Agreement. In the event that anyclause under this Agreement is found ineffective, such a clause shall be deemedas having been superseded by a different clause which caters for the originalinterests of the parties as much as possible and will not become ineffective.14.3 The licensee shall not transfer or lease out, put in pledge, or re-licensethis Agreement and any of those rights and obligations that the licensorlicenses to the licensee under this Agreement to any third party, withoutacquiring the written consent upon doing so from the licensor; meanwhile, thelicensee shall not transfer out any portion of its economic interests that ithas acquired via licensing, or its rights under this Agreement, in any manner toany third party.14.4 This Agreement and its appendixes shall constitute the entire agreements byand between the parties under this Agreement with regard to the subject matterof this Agreement. In the event that this Agreement conflicts with any of thoseprior understandings, statements, arrangements, 7undertakings and agreements reached by and between both parties orally or inwriting, the Agreement shall prevail, and also supersede all those oral orwritten understandings, statements, arrangements, undertakings and agreementsthat conflict with this Agreement.14.5 The clause titles that are inserted into this Agreement have been givenonly for reading facilitation purpose, and shall not be used to explain theclauses; besides, these titles do not constitute any restrictions against thecontents of this Agreement, either.15. Supplementary provisions15.1 This Agreement is written in two counterparts, each party to retain one.15.2 Those documents and agreements with regard to licensing software that thetwo parties have signed shall constitute the appendixes to this Agreement. Theseappendixes shall each constitute an integral component part of this Agreement,and shall be of equal legal effect with this Agreement.15.3 It is allowed to revise, amend or supplement this Agreement after the twoparties have agreed to do so through negotiations; in the meantime, suchrevision, amendment and supplementation into this Agreement shall not becomeeffective until having been signed in writing by the authorized representativesof the two parties and also having borne the official seals of the two parties.15.4 Those matters not covered under this Agreement shall be handled by andbetween the two parties in conformity to the Contract Law of the People’sRepublic of China and relevant laws and regulations.The licensor: Shanghai Linktone Internet Technology Co., Ltd.Authorized representative: SealedThe licensee: Shanghai Weilan Computer Co., Ltd.Authorized representative: Sealed 8