EX-4.50 ADDED SERVICE COOPERATION AGREEMENTCooperation Agreement |
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Exhibit 4.50 MOBILE VALUE-ADDED SERVICE COOPERATION AGREEMENT WITH CHINA UNICOM TELECOMMUNICATIONS CORPORATION SERIAL NO. CUVAS-V05-A2005-0114 PARTY A: CHINA UNICOM TELECOMMUNICATIONS CORPORATION PARTY B: SHANGHAI WEILAN COMPUTER COMPANY LTD. DATE: MARCH 31, 2005 TABLE OF CONTENTS
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Signature page LIST OF SERVICE EXHIBITS Uni-Mail Music Street (10159) Exhibit 5 Voice Value-added Service (10159) PREFACE 1. This Cooperation Agreement (this "Agreement") is entered into as of March 31, 2005 in Beijing, by and between the following parties: CHINA UNICOM TELECOMMUNICATIONS CORPORATION (hereinafter referred to as the "Party A"), a corporation established and existing in accordance with the laws of the People's Republic of China, with registered office at Jia No.133 North Xidan Street, Xicheng District, Beijing, People's Republic of China, its legal representative is Chang Xiaobing; SHANGHAI WEILAN COMPUTER COMPANY, LTD. (hereinafter referred to as the "Party B"), a corporate legal person established and existing under the laws of the People's Republic of China, with its registered office at 5th Floor Dongyin Plaza, 689 East Beijing Road, Shanghai, its legal representative is Hu Ankai. 2. Scope of Application: This Agreement consists of the body text and Exhibits. The execution of this Agreement is mandatory for the cooperation between the parties on mobile value-added services, including the rights that may be exercised and the obligations that shall be performed by the parties hereto. Exhibits provide in detail the respective rights and obligations of the parties according to the classification of services. In addition to the mandatory execution of the Agreement hereof, the parties hereto shall also execute Exhibits corresponding to relevant services under cooperation between the parties: 3. The Agreement, Exhibits and any supplements or amendments thereto shall be provided by Party A and shall become effective pursuant to the terms and/or procedures agreed upon between both parties. 4. If the parties hereto intend to increase mobile value-added service (New VAS) in addition to those set forth in the Exhibits, Party A shall provide exhibits for the New Value-Added Service, which shall also be Exhibits under this Agreement. CHAPTER 1 PURPOSE WHEREAS: 1. Party A is a telecommunication operator approved by the authority in charge of information industry under the State Council to provide the general public nationwide with basic telecom service and value-added telecom service, with its own telecom infrastructure network, data service platform, service sale system, and customer base. Party A has the full authority to execute and perform this Agreement. 2. Party B is a content provider ("CP")/service provider (SP") that lawfully provides mobile data contents/services, is qualified to operate the cooperation service under this Agreement, and has obtained the following certifications: a. Corporate Person Business License (No. 3101142019650) b. Operation License for Telecom VAS (No. Hu B2-22030086) c. Other qualification certificates evidencing Party B's qualification for such VAS to be cooperated with Party A (please specify in relevant Exhibits); d. Such certificates of qualifications and/or acceptance of service testing approved by Party A. 3. Party B has the full authority to execute and perform this Agreement, and intends to provide mobile content service based on Party A's mobile telecom network and VAS platform. 4. Party B has signed the "Information Security Guarantee Letter" or other documents similar in nature, and is willing to assume responsibilities for information security pursuant to the provisions of the relevant laws. Therefore, the parties enter into this Agreement on the principle of mutual benefit and advantage sharing, and for the purpose of developing and enhancing mobile data services. CHAPTER 2 DEFINITIONS Unless specifically defined hereunder or both parties have other written definitions, the following terms shall have the definitions set forth below. Other relevant terms that are not explicitly defined hereunder shall be defined according to PRC laws and regulations or the provisions or rules of relevant government authorities. To the extent that there is no explicit definition in such laws or regulations, such terms shall be interpreted according to industry practice. 2.1 "CP/SP" "CP" is the abbreviation for "Content Provider." For the purpose of this Agreement, "CP" shall only refer to the provider of information sources for the services. "SP" is the abbreviation for "Services Provider." For the purpose of this Agreement, "SP" shall refer to a professional provider of telecom and information services. "SP" can be a network operator or an integrator of business provided by other network providers and provides integrate services to its customers. In this Agreement, "CP/SP" shall include all professional entities willing to cooperate with Party A, use Party A's mobile telecom network and data service platform, and provide various mobile VAS to Party A's mobile telecom network subscribers. 2.2 "SUBSCRIBERS" shall refer to such individuals, corporate persons or other entities that connect with Party A's mobile telecom network and VAS platform via mobile terminals or other telecom terminals approved by Party A, and voluntarily receive mobile VAS provided by Party A and Party B. 2.3 "MOBILE VALUE-ADDED SERVICES, OR MOBILE VAS" shall refer to telecom and information services based on Party A's mobile telecom network. 2.4 "MOBILE TELECOM NETWORK AND VAS PLATFORM" For the purpose of this Agreement, "Mobile Telecom Network" refers to mobile telecom infrastructure facilities provided by Party A. "VAS Platform" refers to service platform in addition to mobile telecom network, which is specifically designed for one or more specific VAS, including but not limited to subscriber interface, CP/SP interface, business management and application billing functions. 2.5 "SERVICE SUPPORTING SYSTEMS" means subscriber management, billing, settlement, and accounting systems needed for the normal operation of services. 2.6 "COMMUNICATION CHANNEL" means physical and logical connections within mobile communication system for the communication between subscribers. 2.7 "PORT" means the interface for the communication connection between data service platform and mobile telecom network, data service platform and application server provided by CP/SP, including communication address and relevant specifications. 2.8 "DATA VOLUME" means the communication volume coming in and out of the data service platform. 2.9 "TESTING" means the testing on services provided by CP/SP, which may include network connection test, interface conformity test, and function test, so as to ensure the service meets the requirements for activation. 2.10 "GRACE PERIOD FOR WITHDRAW" In the event CP/SP services need to be terminated, such period of time where the CP/SP shall give prior notice to subscribers in an appropriate manner prior to the termination thereof, but shall continue its services to subscribers according to the subscriber agreement. 2.11 "EQUIPMENT JUNCTION POINT" means the location of linkage between two physical or logical equipment. 2.12 "MAINTENANCE INTERFACE" as the whole service system is composed of different parts, and the responsibility of maintenance also belongs to different parties, the maintenance interface is to set up the location for different parties to take responsibility for maintenance. 2.13 "SYSTEM MAINTENANCE" means the daily maintenance and trouble shooting for the normal operation of systems. 2.14 "GATEWAY" means the equipment that provides the function of protocol transition and system interconnection. 2.15 "CUSTOMIZE" means the subscribers acknowledge their acceptance of content services, and voluntarily ask for such services. 2.16 "7X24" means 7 days a week 24 hours a day, regardless of public holidays. 2.17 "COMMUNICATION FEE" means such fees arising from the use of Party A's network resources by subscribers or the CP/SP; communication fees shall be collected by Party A from subscribers or the CP/SP. 2.18 "INFORMATION SERVICE FEE" means such fees arising from the use of CP/SP's content information or application services other than communication fees. In consideration that Party A provides connection service, customer service, billing service and fee collection service, the information service fee shall be divided in certain portions between Party A and Party B. 2.19 "BILLING CYCLE" means the statistic cycle for Party A's billing system on Party B's Information Service Fee, which shall be one (1) complete calendar month, from 0:00:00 on the first day of each calendar month until 24:00:00 on the last day of that month. 2.20 "CORPORATE CODE" refers to "China Unicom Mobile Data Service CP/SP Corporate Code," which is the sole corporate identification that Party A assigns to Party B. 2.21 "SP SERVICE SYSTEM" means the online office system established and maintained by Party A for integration, agreement execution, account reconciliation, information disclosure, feedback and other daily work. 2.22 "RANKING" means the ranking conducted by Party A according to income derived from Information Service Fees or business volume of all CP/SP that are beyond the supporting stage in the mobile VAS. If there is any decimal after the total number of CP/SP multiplied by a percentage, the round number shall remain, and the decimal number shall be omitted. With respect to any CP/SP for which the income of Information Service Fees is unable to be determined due to account reconciliation, its ranking shall be determined according to Party A's statistics prior to the reconciliation. 2.23 "BUSINESS SUPPORTING STAGE" means a certain preferential policy whereby Party A extends to Party B in terms of ranking and withdrawal on certain services for a period of three complete Billing Cycle after Party B obtains all the network accession qualifications, and has passed testing of such service, the purpose of which is to provide Party B with sufficient time to accept training for the business cooperation with Party A. This period of time shall be called the Business Supporting Stage. Party A and Party B shall decide whether to apply for the Business Supporting Stage according to the characteristics of the mobile VAS, and specify in detail in the Exhibits the rights and obligations of both parties during the Business Supporting Stage. 2.24 "SERVICE SCREEN" means except for Uni-mail and Music Street, Party A cancels the display of Party B's service to Subscribers, but continues to provide customization and billing therefor. Service Screen for Music Street means temporary shutdown of the service access number; Service Screen for Uni-mail means while maintaining the customization of Subscribers, the billing rate shall be set at zero. 2.25 "SERVICE OFFLINE" means Party A's termination of cooperation on Party B's service section by canceling the customization of Subscribers and terminating the billing for such services. 2.26 "WITHDRAWAL" means Party A's termination of cooperation with Party B on certain service, and Party A will not accept Party B's application for cooperation on such service. 2.27 "SERVICE SECTION" means service classification according to the similarity of techniques as provided by the administrative specifications of Party A, such as "Uni-mail Service Section." 2.28 "ITEM" means the minimum unit of Service Section according to Party A's service management specifications. 2.29 "MINIMUM UNIT SERVICE", means the minimum unit for the cooperation between Party A and Party B on the mobile VAS as provided by Party A's service management specifications, hereinafter referred to as the "Service." CHAPTER 3 SCOPE OF COOPERATION 3.1 Party A shall provide Party B with a paid communication channel and its network subscriber resources, and provide Party B with paid connection service, customer service, billing service and fee collection service based on Party A's customer service, billing and service supporting system. 3.2 Party A shall assign to Party B a Corporate Code to be used on Party A's billing system, VAS platform and customer service system to identify Party B. Party A shall ensure the stability of the Corporate Code obtained by Party B, and agree that the Corporate Code and the corporate name of Party B shall have the same effect in identification of Party B. 3.3 Party A shall be responsible for the construction and maintenance of the SP service system for realizing the communication between Party A and Party B on the cooperation of mobile VAS hereunder. Party A will notify Party B of the user name and password (which can be modified by Party B) according to the working process of SP service system. Party B shall log on the SP service system by such user name and password, and operate according to the instruction of such system, including the application for cooperation of mobile VAS, amending corporate information online, obtaining Party A's testing confirmation and other communications between the parties concerning mobile VAS. Party A shall be responsible for the normal operation of SP service system, and shall timely update relevant information in such system. Party B shall register correctly its name, bank account, contact, customer and other information, and timely update Part A if there is any change to such information. 3.4 Unless specifically indicated, contract information, publication of settlement information, data, form, notice and reply generated by the SP system shall be deemed evidence of the communication between the parties, and shall be subject to the timing of reaching Party B's SP service system connection point. Party A may provide appropriate backup and inquiry functions in the SP service system, but Party A shall not be responsible for maintaining such information. 3.5 Party B shall be responsible for keeping its user name and password to log on the SP service system, and shall not allow any third party to use the same. Party B shall be solely responsible for any damages to itself arising from the disclosure of such information to any third party or to it employees for whom disclosure is not necessary due to the fault of Party B, and shall indemnify Party A for any damages to Party A as a result thereof. 3.6 The timing for formal launch of cooperation between the parties shall be subject to the time when Party A formally activates the billing. 3.7 Party B shall provide subscribers with such mobile value-added services through Party A's mobile telecom network and data service platform. The type, description, billing and settlement, and withdrawal of mobile value-added services shall be provided for in the relevant Exhibits. 3.8 Party B shall submit written application to Party A or submit effective application in Party A's SP service system, together with documents evidencing its qualification for relevant services, and obtain Party A's written approval after testing prior to the addition of any mobile value-added service or the modification of existing services (such as business scope and price). Upon Party B's request, Party A shall issue such written confirmation upon testing Party B's services to the satisfaction of Party A, or making such confirmation in an appropriate way in the SP service system. If necessary, both parties shall also execute (or amend) relevant service exhibits. 3.9 Before Party B provides any mobile value-added services to the Subscribers, Party B shall make notice to the Subscribers about the content, method and billing of such services, and other information that the Subscribers need to know for their acceptance of services and/or payment of Information Service Fee. Party B shall start to provide such services only to the extent that there is evidence showing that it has made the notice mentioned above and has obtained the confirmation and/or customization from Subscribers acknowledging their acceptance of mobile value-added services. Without Party A's prior consent in writing, Party B shall not request Subscribers to accept such customization and collect corresponding fees from Subscribers in any way to the effect that "subscribers' acquiescence will be deemed as acceptance" or "customization can only be cancelled by making a phone call or sending a short message, otherwise it shall be deemed as accepted," nor impose any unnecessary burdens to Subscribers as a result of such issues. 3.10 If Party B is unable to continue its VAS due to poor operations or other reasons on its own, Party B shall be directly responsible for providing sufficient explanation to subscribers and make preparations for the after effects, and shall provide 3 months' prior written notice to Party A. Party A shall timely terminate collection of Party B's information service fee, and assist Party B to make such explanation. 3.11 During the term of this Agreement, Party B shall upon Party A's request provide Party A with reports on the Subscriber development, Subscriber category, Subscriber habit, business prospect forecast, and Subscriber information necessary for the administration of such services, ensure timely upgrade of Party A's Subscriber database. 3.12 Party B agrees to strictly observe in its mobile value-added services such management measures, service quality standards, customer service standards and other relevant documentations that Party A has already stipulated or will stipulate from time to time. Party A will provide Party B for observance copies of such management measures, service quality standards and/or service standards prior to the formal issuance thereof. 3.13 Party A and Party B may negotiate for the use of the name, trademark, service mark or logo of Party A or any service in such services jointly provided by the parties and in the promotion of mobile value-added services, provided however, without Party A's request or confirmation, Party B shall not use Party A's name, trademark, service mark or logo in the content sent to Subscribers through SMS or other services, to the effect that Subscribers misunderstand such content as being provided Party A or jointly provided by Party A and Party B. 3.14 Party B shall use Party A's name, trademark, service mark, logo and other relevant materials of Party A in its separate promotion of mobile value-added services only to the extent that Party A so requires or such use has been approved by Party A in writing. Party B further warrants that under no circumstance shall Party B infringe upon the trademark rights or other industrial property rights of Party A. 3.15 Party B shall not promote in its content service and/or other services competitors of Party A that have identical and/or similar business scope as Party A, otherwise, it shall be deemed as a material breach hereof. 3.16 Party A and Party B may separately or jointly promote in various ways mobile value-added services. If necessary, both parties shall separately execute an agreement on the joint promotion of mobile VAS. 3.17 Party B shall be solely liable for any consequences arising from mobile value-added services in any form provided by any third party provide to Subscribers through Party B's maintenance interface, Party A shall take no responsibility to Subscribers or such third party for any consequences thereof. 3.18 Unless otherwise provided hereunder, Party B agrees to accept future modification to services and billing methods that Party A will propose in light of the development of relevant services, and to assist Party A with such modification. CHAPTER 4 MAINTENANCE SECTIONS 4.1 During the term of this Agreement, each Party shall be responsible for the maintenance of its sections defined by the conjunction point of equipment. The diagram of maintenance sections is as follows: (DIAGRAM OF MAINTENANCE SECTIONS) 4.2 Party A's Responsibilities 4.2.1 Party A shall contribute software and hardware required by its mobile communication network and data service platform. 4.2.2 Party A shall cooperate with Party B to connect Party B's server to Party A's gateway or server. 4.2.3 Party A shall provide Party B with the mobile value-added service technical protocol and interface specifications. 4.2.4 Party A shall maintain the normal operation of the network communication that is indicated in the diagram above to be responsible by Party A, and assume responsibility for network problems not caused by Party B. Party A has the right to restrict the transmission of any excessive data or information that damages the safety of Party A's network operation. 4.2.5 Party A has the right to control and adjust the data volume and ports at the section responsible by Party A, and notify Party B of the result thereof. 4.2.6 Party A has the right to conduct necessary testing and data statistics on the service provided by Party B during the operation of such service, and to require Party B to make amendments based on the result of such testing according to Party A's mobile VAS management regulations. 4.2.7 Party A shall provide statistics for the information transmission volume through the telecommunications channel used by Party B, and ensure the reliability and timeliness of such statistics data. 4.2.8 Party A shall notify Party B in advance of any transmission interruption resulting from testing, maintenance or other foreseeable reasons, including the reason, time and period for such transmission interruption. 4.2.9 Party A shall immediately notify Party B within a reasonable time of any transmission interruption caused by unforeseeable reasons such as problems with the network gateway or other network problems. 4.3 Party B's Responsibilities 4.3.1 Party B shall be responsible for the construction and maintenance of its own system, including all hardware equipment, system testing, activation, maintenance, daily service management, market promotion and expenses relating to the service hereunder. 4.3.2 Party B shall be responsible for the connection between Party B's system and Party A's gateways and servers, and the expenses for the application, lease and maintenance of relevant telecommunication lines. 4.3.3 Party B shall ensure the commissioning, activation and maintenance of system shall not be conducted during regular business hours of Party A. Work having an material impact on subscribers shall be conducted at midnight to minimize the impact on subscribers' use of mobile VAS. Party B shall ensure the testing and activation of its system will not affect the normal operation of Party A's network and assumes liabilities for any damage to Party A's network system arising therefrom. 4.3.4 Party B shall make prior notice to Party A in writing or in another appropriate manner (such as by SP service system) for the commissioning, activation and modification of its system; shall notify subscribers of the same through effective means such as mail, advertisement or short messages upon Party A's confirmation thereof; and shall reduce the impact on subscribers to the minimum degree. 4.3.5 Party B shall observe Party A's emergence adjustment to the volume of short messages so as to ensure the normal operation of various value-added services. 4.3.6 Party B undertakes not to create overload transmission volume that would harm the network safety when transmitting messages to Party A's SMS service platform. 4.3.7 Party B shall provide 7 days a week and 24 hours a day system maintenance. CHAPTER 5 CUSTOMER SERVICE MANAGEMENT INTERFACE 5.1 Both parties shall establish 7X24 hours hot-line service center and customer service Email account. 5.2 Party A's customer complaint or inquiry center (1001 customer service hot-line) shall direct Party B to solutions of issues that are not the responsibility of Party A. Party B shall send an initial reply to Party A or directly respond to Subscribers within one (1) hour thereafter, and shall be responsible for the final explanation or solution of such issues. 5.3 Party B shall not require Subscribers to directly contact with Party A if the inquires or complaints received are the responsibility of Party A. If Party B believes that the inquires or complaints received are the responsibility of Party A, Party B's customer service personnel or customer service system shall assist Party A to analyze and resolve such inquires or complaints, and contact Party A within one (1) hour after receipt thereof, and direct the same to Party A upon Party A's confirmation. 5.4 If it can not determined which Party should be responsible for the inquiries or complaints it received, such Party shall contact the other Party within one (1) hour after the receipt thereof to find out the Party to be responsible, and help the subscriber resolve the problem as soon as possible. Neither Party shall try to evade from its responsibilities thereto. 5.5 If any customer complaint is due to the fact that service quality is inferior than that promised in advertisement, the Party who made such promise shall be responsible in responding and resolving the complaint, and the other Party shall give any necessary cooperation thereto. 5.6 Party B shall provide a detailed description of services that it intends to provide Subscribers in the application for the activation of services according to the type of service under cooperation, and, to the extent that both parties deem it necessary, such description shall be listed in relevant Exhibits. 5.7 Party B shall provide Party A's customer service staff with the network interface and authorization for service inquiries and withdrawal. CHAPTER 6 SECURITY OF MOBILE VALUE-ADDED SERVICE 6.1 Party B shall observe the State laws, regulations and policies concerning telecommunication and Internet content, ensure that the content of its information services is not in violation of relevant State laws, regulations and policies, and not send through Party A's system such illegal information listed in the "Information Security Guarantee Letter ." Party B's violation of the preceding sentence shall be deemed a material breach of this Agreement. If Party A's business operation suffers any losses due to Party B's violation hereof, Party B shall compensate Party A for its losses. If Party A suffers any negative impact due to Party B's violation hereof, Party B shall publicly acknowledge its liabilities thereto, and make public apology to Party A. 6.2 Party B shall be responsible to solve all disputes in connection with the security and legality of the information it provides. 6.3 Party B shall ensure that the services it provides have no existing or potential material hidden defect that will be exploited by individual Subscribers to cause damage to Party A's mobile telecom network, data service platform or the profit of other Subscribers. CHAPTER 7 INTELLECTUAL PROPERTY 7.1 Issues relating to copyrights, trade marks, patents and other intellectual property rights shall be in compliance with relevant State laws. Party B shall, in accordance with relevant State laws and regulations, enter into appropriate authorization/license agreements with the intellectual property rights owner/patentee and or/agent, to ensure that mobile value-added service provided by Party B will not infringe on the legal interests of the owner/patentee of the intellectual property rights, and shall, upon Party A's request, present such authorization/license documents to Party A. Party A shall not be liable for any intellectual property right disputes between Party B and any third parties. 7.2 Party B shall be solely responsible to solve all the disputes in connection with the security and legality of the information it provided, Party B further undertakes that it will be liable for compensation with respect to any and all lawsuit, claims, administrative punishment, damages and losses arising from the violation of the undertakings and warrants above mentioned. 7.3 Party B warrants that, in the mobile value-added services, in particular the U-map services, Party B shall observe the State regulations concerning the protection of fundamental rights of citizens (including without limitation the right of privacy) in connection with mobile value-added services. Party B shall, in its promotion and supply of U-map location services, fully notify the subscribers of the nature, application scope and relevant laws and regulations in connection with such services. In addition, Party B shall activate U-map location service to a subscriber only to the extent that the subscriber has fully and completely acknowledged and consented to Party B's service (if necessary, Party B shall furnish a written certificate evidencing that the subscriber has fully and completely acknowledged and consented to such service). Party B shall not use the location information disclosed by the subscriber in connection with the U-map services (whether single, multiple or integrated) for purposes other than what the subscriber has originally customized. With respect to U-map services supplied to special industries, both parties shall strictly observe relevant State regulations, whether such regulations have been promulgated or implemented prior to/at the execution of this Agreement or relevant Exhibits. 7.4 Party A may design, produce and register trademarks, service marks or logos for its mobile value-added services, and use such trademarks, service marks or logos for marketing promotion. If both parties are jointly engaged in marketing promotions (hereinafter "Joint Promotion"), both parties shall agree on the details of the Joint Promotion in relevant service Exhibits, or enter into separate cooperation agreements concerning the Joint Promotion according to actual needs. The parties hereby agree that, the purpose of Joint Promotion is to better operate such mobile value-added service. The Joint Promotion or any activities related thereto shall not infringe upon the trademark rights, intellectual property rights or industrial property rights either of Party A or Party B and/or any third parties. If any party hereto infringes upon the trademark rights, intellectual property rights or industrial property rights of any other third party through its unilateral acts, the infringing party shall be liable for all the consequences of infringement, compensate the non-infringing party for any economic loss that they may suffer, and eliminate the negative social impact upon the non-infringing party that may arise therefrom. CHAPTER 8 BILLING AND SETTLEMENT 8.1 Billing 8.1.1 Communication Fee shall be set by Party A, and Information Service Fee shall be set by Party B upon Party A's examination and approval. Any amendment to the Information Service Fee (including the amendment to the manner of fee collection) shall be implemented only upon Party A's approval. 8.1.2 Party B may set the information service fee on the basis of frequency, duration and monthly payment for subscribers to select from. Party B shall publish on its website, expressly indicate on the customization agreement, display on mobile phone interface or by sending short message to inform the subscribers of the manner of collection of Information Service Fee, standard payment time and customer service phone number. 8.2 Settlement 8.2.1 Party A shall be entitled to various communication fees arising from the use of Party A's communication network by subscribers or Party B. 8.2.2 Proceeds of information service fees shall be distributed between Party A and Party B in certain percentage after deduction of 8% non performing debt reserve and other expenses acknowledged by the parties. Party A's share in the proceeds is based on the following services it provides: mobile communication network subscriber resources, relevant service platform, service testing and quality supervision, unified customer service and business promotion, collection of information service fees, and/or billing services. 8.2.3 The distribution percentage of information service fee, billing and settlement of specific mobile value-added service shall be separately provided in the relevant Exhibit of such service. 8.2.4 Settlement cycle: Party A and Party B shall settle the account once each month. The settlement cycle shall constitute one (1) complete calendar month. 8.2.5 Settlement procedure: (1) Subscriber uses value-added service in the first month; (2) Party A shall send the settlement information (including the amount of communication fees and information service fees) to Party B through the SP service system within 10 days after the beginning of the following month. (3) Party B may reconcile the account with Party A on the information service fee receivables prior to the 15th day of the following month, and shall submit the reconciliation and invoice affixed with its seal to the contact person of Party A no later than the 25th day of the following month; (3) Party A shall make payment to the bank account designed by Party B no later than the 28th day of the third month; (4) If Party B fails to submit the reconciliation and invoice affixed with its seal as required by Party A prior to the 25th day of the following month immediately after the occurrence of respective service due to Party B's reason or the process of reconciliation, Party A will suspend its payment for Party B's share of revenue until the end of next quarter upon receipt of Party B's reconciliation and invoice. Party A's suspension of payment pursuant to this clause shall not constitute a breach or delayed payment under this Agreement, and Party A shall not be liable for default as a result thereof. (5) If Party B fails to submit the reconciliation to Party A within one (1) year (commencing from the 15th day of the following month immediately after the occurrence of respective service), it shall be deemed as Party B's waiver of its rights to such payment, and Party A shall be therefore released from any obligations to make such payment to Party B. (6) During the settlement process, each Party hereto shall at the request of the other Party submit formal invoice to the other Party. 8.2.6 Both parties shall reconcile the account on the aggregate amount of communication fee and information service fee. If the discrepancy of the billing between Party A's billing and that of Party is lower than ( < or = ) 5%, the billing shall be based on Party A's data, if the discrepancy is higher than ( > ) 5%, both parties shall verify the reasons for such discrepancy and timely find out reasonable solutions thereto. Any delay in Party A's payment due to reconciliation of an account shall not be deemed a violation of Party A's obligation in timely payment. 8.2.7 The actual amount that should be paid to Party B ("Settled Information Service Fee") shall be determined by Party A according to the amount payable to Party B based on the distribution percentage of the parties in the services, after adding (or deducting) other fees to be paid (or received) by Party B. 8.2.8 If after reconciliation the amount of Settled Information Service is negative, Party B shall make up the amount to Party A. The cycle and procedure for Party B's payment shall be the same as Party A's settlement cycle and settlement procedure hereunder. After payment, Party B shall timely obtain a formal invoice at Party A's office. 8.2.9 Party B shall timely update its information (such as bank account information) in connection with the payment recorded in the SP service system. If due to Party B's failure to timely update its information, Party A's payment is rejected by the bank, or Party A is otherwise prevented to make timely payment, Party A shall suspend such payment. The period for such suspension shall be between the date of Party A's awareness of the fact that it is unable to make timely payment until the most recent payment or June or December when both parties settle the accounts. Party A shall not be liable for default due to failure in timely payment. 8.2.10 If Party B changes it corporate name, it shall timely (through the SP service system or other appropriate manner) notify Party A of the same. All the amounts that should be paid by Party A to Party B after such change to Party B's corporate name shall be remitted to such bank account with the changed corporate name of Party B, regardless whether or not such payment accrued after the change of Party B's corporate name. If Party A is unable to make timely payment due to Party B's failure in the handling of formalities for the change of its corporate name, it shall be dealt with in accordance with Article 8.2.9 hereof. 8.2.11 If this Agreement is terminated due to Party B's application for a withdrawal mechanism or otherwise provided hereunder, both parties shall settle the information service fees accrued prior to the termination. The settlement method, cycle and procedure shall be determined according to Article 8.3 hereof, together with the provisions under the withdrawal mechanism relating to the deduction of information service fees and liquidated damages as a result of breach. 8.3 Fee Collection 8.3.1 Information service fees shall be charged and collected by Party A. Party B shall not collect information service fees from the subscribers. Communication fees shall be charged by Party A and collected from the subscribers or Party B. 8.3.2 Prior to the collection of information service fees on behalf of Party B, Party A shall review in detail the fee collection items and the summary thereof. Party B shall provide active support to Party A in this respect. The key contents to be reviewed shall include, verifying whether the contents provided by Party B are in violation of the provisions of Article 57 and Article 58 of the "PRC Telecommunication Regulations" and other relevant laws and policies. 8.3.3 Prior to Party A's collection of information service fees on behalf of Party B, Party B shall provide relevant documents evidencing that the subscriber is knowingly and willingly using such service, and the fees to be collected shall accrue at the time of actual use by such subscriber (except for monthly fees). Both parties shall keep the record of subscriber customization and use of service for more than 5 months. 8.3.4 The invoice issued by Party A to subscribers shall explicitly indicate "Fee Collection" and the amount thereof for the portion of fees collected on behalf of Party B. Party A shall provide subscribers with reasonable and effective method to inquire about Party B's name, the types of services for fee collection and the specific amount thereof. If the subscribers require billing records for such fee collection, both parties shall provide such records to subscribers without charge. 8.3.5 If the subscribers refuse to pay information service fees for any objection thereto, and Party A cannot prove that the amount to be collected is correct at the time of such dispute, Party A shall only collect the portion of fees other than that under dispute, and timely notify Party B of the case. Party B shall, in addition to the payment of communication fees arising from its use of Party A's mobile communication network, deduct the portion of information service fees at dispute with the subscribers from its share of distribution. Afterwards, Party B shall be responsible to settle the dispute with subscribers. If such dispute is resolved, Party B shall notify the subscribers to pay such amount of information service fee, which shall be paid by Party A to Party B in the following settlement cycle at Party B's share of distribution. If the dispute cannot be resolved, Party B shall not have the right to claim its share in the distribution of such portion of information service fees. 8.3.6 If there is any dispute with any subscriber on a pre-paid basis, and both parties cannot prove that the amount to be collected is correct within 15 days thereafter, Party A shall temporarily refund to such subscriber, and deduct the portion of information service at dispute from Party B's share of distribution in the next round of settlement cycle. Afterwards, Party B shall be responsible to settle the dispute with the subscriber, and handle relevant issues in accordance with dispute resolution provisions in Article [] hereof. 8.3.7 During the process of dispute resolution, both parties shall not suspend or terminate services to such subscriber other than those at dispute. CHAPTER 9 WITHDRAWAL MECHANISM AND LIABILITIES FOR BREACH 9.1 Both parties agree to review the development of mobile VAS in terms of service testing, service development and breach hereunder, and to apply an appropriate withdrawal mechanism according to the result of such review, which means both parties will amend the terms and conditions for such cooperation, terminate the cooperation in respect of certain item or service, or terminate this Agreement. 9.2 Withdrawal mechanism based on service testing means that with respect to Party B applying for certain services, if Party B for any reason of its own fails to pass the testing required by Party A for 3 times after the date thereof, Party B shall automatically terminate such service. If there is no other service that has passed the testing or is still under testing within the category of services which such service belongs to, the Exhibit relating to such service category shall be automatically terminated. Party A will not accept an application from Party B for such service for a 6 month period. 9.3 Withdrawal Mechanism Based on Service Development 9.3.1 Party A shall conduct a service ranking once a month for certain mobile VAS (excluding three complete billing cycle for newly added service on certain items), and a quarterly ranking based on the aggregate scores for the three ranks held in the current quarter, and shall implement the withdrawal mechanism accordingly. The process for withdraw shall be: in the first month of quarter n+1 a ranking shall be held for the performance of each item in the quarter n. The withdrawal mechanism shall apply to service rank at the last five in each quarter, that is, at 24:00:00 of the






