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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Preface Chapter 1 Purpose Chapter 2
Definitions Chapter 3 Scope of Cooperation Chapter 4 Maintenance
Sections Chapter 5 Customer Service Management Interface Chapter 6
Security of Mobile Value-added Service Chapter 7 Intellectual
Property Chapter 8 Billing and Settlement Chapter 9 Withdrawal
Mechanism and Liabilities for Breach Chapter 10 Amendment or
Termination Chapter 11 Confidentiality Chapter 12 Other Liabilities
for Breach Chapter 13 Force Majeure Chapter 14 Governing Law and
Dispute Resolution Chapter 15 Miscellaneous Schedule 1: List of
Breaches Schedule 2: List of Information Concerning Party B's
Mobile Value-added Service
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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