Exhibit 10.37
Agreement on Short Message Service
Cooperation
Party A: Guangdong Mobile
Communications Corporation
Party B: Guangzhou Media Message Technologies, Inc.
Guandong Mobile Communications
Corporation (hereinafter referred to as “Party A”) is a
network operator approved by the competent authority in charge of
information industry under the State Council, mainly engaged in
providing mobile network telephone service (including voice
message, data and multimedia) to the general public within
Guangdong Province.
Guangzhou Media Message Technologies, Inc. (hereinafter referred to
as “Party B”) uses wireless interconnections as its
major platform to provide a range of mobile message services to
customers who can access the Internet via mobile terminal or
PCs.
To fully bring into play each party’s advantage in its
respective service area and to provide Monternet short-message
service to “GoTone” and “M-Zone”
subscribers in Guangdong and other subscribers permitted by Party
A, the parties hereby conclude the following agreement with respect
to short-message service cooperation based on the principles of
equal benefit, advantage sharing and mutual development.
Article 1 Contents of
Cooperation Project
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1)
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As
a provider of the short-messaging platform, Party A shall provide
networking channels to Party B with compensation.
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2)
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Party B shall use Party A’s
short-messaging system to provide the following information and
application services to Party A’s “GoTone” and
“M-Zone” subscribers and other subscribers permitted by
Party A. Party B shall, according to subscribers’
customization requirements, provide timely information services
with sound quality and quantity to subscribers.
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3)
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Party A shall use its billing and
business supporting system to provide Party B with paid business
billing and fee collection service.
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Article 2 Party A’s
Rights and Obligations
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1)
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Party A shall have the right to
verify operation license for internet information services or
operation license for telecom value-added services, credit
certificate, business license, source of information, bank account
and other materials relating to the normal operation of business
provided by Party B.
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2)
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Party A shall provide short-message
service to the short-message gateway provided by Party B, and shall
be responsible for providing Party B with short-message gateway and
short-message traffic volume control. Party A shall have the right
to timely adjust short-message traffic volume according to its
short-message center’s capacity.
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3)
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Any
expansion of Party B’s business or its application to alter
its business must be subject to Party A’s review within
10 days upon submission of related materials by Party
B.
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4)
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Party A shall have the ownership of
its subscribers and the right to learn the truth about Party
B’s business and have the right to request Party B to provide
Party A with customer information, business profile, log and
statistics relating to Party B’s Monternet
services.
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5)
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Party A shall have the right to
stipulate management regulations of the Monternet services,
performance examining items, and standards and documentation of
customer services that Party B shall comply with and implement
according to Party A’s requests. Party A shall carry out 1-2
examines on Party B’s performance every year according to the
above-mentioned management regulations.
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6)
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Party A shall provide Party B with a
system to identify and verify user registration and log-on
information, which system shall be connected with Party B’s
content service system, and the subscriber data recorded by such
system shall be the controlling information on the
subscribers’ using of Party B’s services.
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7)
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Party A shall provide Party B with a
customer service number for the customer to make complaint and
enquire calls. And Party A’s customer service center shall be
the party to make final confirmation and distribution of Monternet
customer service problems, Party B’s customer service
personnel or customer service system shall assist Party A to
analyze and deal with customers’ business-related complaints
and enquiries. Party A shall have the right to forward to Party B
customer enquiries and complaints caused by non-network
communication problems arising from such business. Party A shall be
liable for such customer enquires and complaints caused by network
communication problems.
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8)
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Party A shall collect the service
fee from subscribers for Party B based on Party A’s billing
information.
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9)
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Party A shall provide Party B with
the traffic volume information of the short-messages sent via the
short-message gateway used by Party B. Such traffic volume
information shall be the basis for the settlement of short-message
communication fee.
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10)
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Party A shall have the right to
verify the profit forecast of the parties provided by Party B to
Party A prior to the commence of the service.
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11)
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Party A and Party B may jointly
engage in marketing and customer advertisement. Party A shall have
the right to request Party B to identify the brand of
“MONTERNET” upon Party A’s examination and
approval. In the event that Party B’s promotion and
advertisement involves Party A’s corporate name and other
brand specifications, it shall be subject to Party A’s prior
examination and approval.
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Article 3 Party B’s
Rights and Obligations
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1)
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Party B shall provide Party A with
true and reliable operation license for internet information
services or operation license for telecom value-added services,
credit certificate, business license, source of information and
bank account and other materials relating to the normal operation
of business, and guarantee that the billing for such information
services complies with relevant regulations of the state pricing
authority.
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2)
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Party B shall comply with relevant
state policies, laws, decrees in regard to telecommunication and
internet information. Party B shall ensure the information content
provided by it not to violate relevant state laws, regulations and
policies, and ensure not to use Party A’s system deliver nine
categories of illegal information listed in Information Source
Networking Information Safety and Security Liability Statement
(Appendix 4). Party B shall be responsible for filtering the
information content provided to subscribers (including the
information content edited by subscribers via Party B’s
websites), and eliminating each sort of unhealthy or illegal
information.
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3)
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In
the event that Party A receives customers complaints with respect
to transmitting illegal information, Party B shall furnish Party
A’s customer service department its preliminary response
within 2 hours and find out the reasons within one working day, and
Party B shall be responsible for immediately ceasing transmitting
illegal information.
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4)
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Party B shall verify
subscribers’ true identity and display calling number along
with the short-message, and no anonymous short-message or
short-message with only nick name displayed shall be delivered to
other subscribers’ mobile telephone (except chatting business
of virtual community).
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5)
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Party B shall strictly control any
function of group short-message service provided by it and ensure a
piece of short-message can be delivered to at most 1-2 calling
numbers.
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6)
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During the term of this Agreement,
Party B shall not, through either channel and on either level of
business, connect Party A’s mobile data application business
and the third party with each other. Party B shall establish a
separate database for Party A’s Mobile subscribers (135-139),
which is separated from that for the subscribers of the third
parties. Party B shall not, by means of any sort of business
(including short-message chatting, edited short-message and
delivering short-message via internet, etc.) and at its own
discretion, realize disguised connection between Monternet business
and the third party.
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7)
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Within the term of this Agreement,
Party B shall not deliver advertisement or other irrelevant
information to subscribers. Any expansion or alternation of Party
B’s business shall be subject to Party A’s review and
approval, and be verified by Party A’s billing examination.
Party B shall duly furnish Party A the business materials that need
to be accepted by Party B (as of the date of this Agreement, the
services provided by Party B are listed as Appendix 3
hereto.)
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8)
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Within the term of this Agreement,
Party B shall furnish Party A, according to Party A’s
requirement, a report with the data including situation of
subscriber development, subscriber classification, subscriber using
customs, and business forecast, etc., and duly transfer Party A the
subscribers materials necessary for managing such business, and
ensure that Party A’s subscriber database is upgraded. Party
A shall keep such information confidential in according with
Article 6 “Confidential Clause”. Party B shall be
responsible for providing system to keep a log and shall keep
historical records for at least one month.
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9)
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Party B shall ensure that
subscribers are well aware of the price, content and the means by
which such services are provided prior to the subscribers accept
each service provided.
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10)
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On
the basis of the principle of voluntaries, Party B shall obtain
subscriber’s consent prior to Party B providing its services,
and shall, according to subscribers’ customization
requirements, provide subscribers with duly information service
with correct quality and quantity.
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11)
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Party B shall comply with and
implement Party A’s management regulations, standards and
documentation of customer service with respect to Monternet
business, and accept Party A’s inspection and supervision. If
Party B withdraws from providing Monternet service for whatever
reason (including compulsory withdraws in Party A’s
examination), Party B shall be responsible for providing a
one-month grace period, within which Party B shall continue
providing its service and make an announcement of ceasing service
on its website (WWW/WAP) or through other channels.
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12)
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Party B shall be responsible for
handling customer enquiries and complaints caused by each
non-internet communication problem in such business, and establish
effective channels for complaints that shall be directed to Party
A’s customer service center. Party B shall assume
the
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ultimate liability to customer for
those customer complaints for which neither Party A nor Party B can
reasonably explain.
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13)
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Party B shall be responsible for
furnishing Party A the bill of information fee collected for
short-message information service. The format of such list must be
compliance with the data format provided by Party A.
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14)
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Party B shall be solely liable for
tax payment on its profit.
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15)
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Party A shall issue a formal invoice
to Party A for such information service fee collected from Party
A.
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16)
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Party B shall actively engage itself
in marketing and customer promotion. The content of Party B’s
promotion and advertisement shall include the
“MONTERNET” brand as required by Party A.
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17)
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Within 6 months after the entry
into force of this Agreement, Party B shall not, in Guangdong
Province, conduct the same or similar short-message business listed
in the Appendix of this Agreement with the third party.
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Article 4 Maintenance
Responsibilities
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1)
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Responsibilities for maintenance of
the parties shall be divided at the point where the parties’
equipments connect; each Party shall perform its respective
obligations to ensure the normal operation of its
business.
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2)
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Detailed responsibilities of the
parties are listed in Appendix 1 hereto.
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Article 5 Billing and
Settlement
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1)
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Party A shall be entitled to the
short-message communication fee arising from subscribers’ or
Party B’s using of short-message function. Party B shall be
entitled to the information service fees paid by subscribers. Party
A shall provide Party B with the service of collecting information
fees and charge certain collecting service fee.
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2)
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If
subscribers refuse to pay the information fees due to the quality
of Party B’s service, such unpaid sum shall be deducted from
Party B’s information fees.
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3)
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If
Party B fails to furnish the bill of information fees collected
according to time and format required, Party A shall not include
such sum in the information fees collected for Party B and Party B
shall be solely liable for any consequence arising
therefrom.
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4)
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Detailed method for billing and
settlement is set forth in Appendix 2 hereto.
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Article 6 Reward and
Punishment Provision
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1)
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If
any of the following occurs, Party A shall have the right to
request Party B to immediately rectify, and according to
th
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