Exhibit 10.38
Monternet Short-messaging Service
Cooperation
Agreement
Agreement code:
Execution date: April 28, 2003
Party
A:
Beijing Mobile Communications
Corporation
Legal representative: Sha
Yuejia
Mail address: No. 58, Dong
Zhong Street, Dongcheng District, Beijing, 100027, China
Tel: 65546699
Fax: 65541330
Opening bank:
Bank account:
Party B: Beijing SINA Internet
Information Service Co., Ltd.
Legal representative: Mao Dao
Lin
Mail address:
15/F ,#A1, Wanquanzhuang,
Haidian District, Beijing
Tel: 010-82628888
Fax: 010-85803327
Opening bank:
Bank account:
Beijing Mobile Communications
Corporation (hereinafter referred to as “Party A”), as
the mobile communication operator and mobile data service operator,
provides open and fee-based communication channels for the
application providers. Beijing SINA Internet Information Service
Co., Ltd. (hereinafter referred to as “Party B”), as a
company engaged in the value-added communication services approved
by the competent telecom authorities, provides value-added
short-message services to mobile phone users of China Mobile. To
provide better application services to users, the parties agree as
follows as to the joint development of Monternet short-message
services upon adequate consultation in the principle of equality,
mutual benefit and concerted growth.
1
I. Basic Description of
Cooperation
1. Fundamental
conditions
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1)
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Party B shall be fully compliant
with the requirement of Internet Content/Application Service
Management Methods of the State Council Order (No 292), be
authorized for the qualification of the Internet information
service business, be able to provide comprehensive after service
system, and have legal and reliable information/message sources and
other legal business operation conditions.
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2)
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In
case Party B is the local partner of Party A, Party B shall provide
Monternet short-message services only to China Mobile mobile phone
users in Beijing region via the short-message channels of Party
A.
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3)
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Party B shall promptly provide
detailed business plans and marketing plans in writing to Party
A.
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4)
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Party A shall make regular
examination and management to Party B according to the business
regulations of Monternet, and terminate the cooperation with Party
B upon failure of Party B to pass such examination.
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II. Rights and
Obligations
1. Party A’s rights and
obligations
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1)
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Party A allows Party B to provide
short-message value-added services to users via the short-message
gateway of Party A. Party A is entitled to adjust the short-message
traffic volume according to the capacity of the short-message
center. If such adjustment shall impact on the business of Party B,
Party A shall promptly notify Party B thereof.
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2)
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Party A shall provide comprehensive
GSM mobile communication system, and ensure smooth and stable
information transmission. Upon the notification of Party B of any
communication failure, Party A shall promptly settle the failure to
avoid impairment of Party B’s business.
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3)
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Party A shall open the technical
protocol, standard and interface standard relevant to the
short-message gateway platform to Party B. Party A shall provide
the technical documentation for mutual communication, and promptly
address communication problems of Party B.
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4)
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Party A shall supply the
hardware/software system for the short-message platform, and bear
the relevant operation cost.
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5)
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Party A shall renovate its own
billing system, including the commission-based collection system of
the banks, and bear the cost of necessary hardware and
software.
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2
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6)
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Party A shall undertake the billing
and payment collection on behalf of Party B. Party A is entitled to
check the business of Party B to ensure the accurate billing data.
Party A shall issue explicit information service fee invoice to
users and the information service fee bill at the request of the
user.
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7)
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When applicable, Party A shall
provide the relevant data of Monternet invalid users (number
canceling, service discontinuance and overdue information service
fee) to Party B to facilitate Party B to dispose of such invalid
Monternet users promptly.
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8)
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The
parties shall make joint marketing and promotion.
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2. Party B’s rights and
obligations
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1)
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Party B shall undertake the building
and maintenance of its own software and hardware, including but not
limited to all hardware, system commissioning, cutover, system
maintenance, routine business management and marketing efforts/cost
of the subject project.
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2)
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Party B shall provide the agreed
contents and application services to China Mobile users. Party B
shall ensure the legal, prompt and reliable information sources.
Party B shall guarantee that its information and content are
compliant with applicable policies, laws and regulations, and be
liable for any consequence arising out of illegal
contents.
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3)
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Party B’s Website with
customization interface for users is sms.sina.com.cn to inform
users of the contents and service provided by Party B. The
customization interface of Party B shall provide basic service
functions like authentication, adding, deleting, modifying and
searching, and allow users to inquire about the information service
fee list. Party B shall provide explicit fee standards to users
with the service fee standard changing frequency not less than 6
months. That is to say, the service fee standard of a service (new
service or changed service) shall not be changed within the first 6
months. Party B shall keep complete use records of all users of at
least 3 months, keep the user ordering data permanently, and
provide the interface to Party A to inquire about the service
records.
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4)
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Party B shall take necessary
measures to effectively control invalid Monternet users. To ensure
normal operation of Monternet business, Party B shall not send any
information to invalid Monternet users it get to know.
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5)
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In
case the system failure of Party B impairs the communication system
of Party A, Party B shall follow the adjustment measure arranged by
Party A to Party B’s short-message traffic volume to ensure
normal and stable short-message service of Party B, and settle any
user complaint thus incurred at its own cost.
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6)
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Party B shall not send
advertisements and other irrelevant information to users via the
communication channels of Party A during the term of this
agreement. Party B shall strengthen the check of the short-message
contents, restrict the group SMS numbers (at most 2 each time)
and
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3
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sending times in each time unit (not
over 100 each hour). Party B shall take technical measures against
illegal attack, unauthorized use of passwords, unauthorized
convoking of web pages and other illegal acts impairing Monternet
business information security.
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7)
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During the term of this Agreement,
Party B is obligated to furnish the monthly report within the first
5 days each month as requested by Party A to Party A, stating
the user development, user categories, user habits, business
forecast and others, the monthly report format as set out in
Exhibit 1 hereto. Party A shall keep the confidentiality of
such data according to Article 8 hereto.
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8)
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The
parties shall undertake joint marketing and promotion.
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III. Distribution of Rights
and Obligations
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1.
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Party B shall address the user
disputes arising out of contents, services or transmission failure
between the parties. Party A shall responsible for the user
disputes arising out of the short-message gateway and center. The
maintenance labor-division is as follows:
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