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Monternet Short-messaging Service Cooperation Agreement

Cooperation Agreement

Monternet Short-messaging Service Cooperation
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This Cooperation Agreement involves

SINA CORP | Beijing Mobile Communications Corporation | Sha Yuejia | Beijing SINA Internet Information Service Co., Ltd.

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Title: Monternet Short-messaging Service Cooperation Agreement
Date: 3/15/2004
Industry: CMPSRV    

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exv10w38
 

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.

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I. Basic Description of Cooperation

1. Fundamental conditions

1)

 

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.

 

2)

 

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.

 

 

 

3)

 

Party B shall promptly provide detailed business plans and marketing plans in writing to Party A.

 

 

 

4)

 

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.

 

 

II. Rights and Obligations

1. Party A’s rights and obligations

1)

 

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.

 

2)

 

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.

 

 

 

3)

 

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.

 

 

 

4)

 

Party A shall supply the hardware/software system for the short-message platform, and bear the relevant operation cost.

 

 

 

5)

 

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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6)

 

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.

 

7)

 

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.

 

 

 

8)

 

The parties shall make joint marketing and promotion.

 

 

2. Party B’s rights and obligations

1)

 

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.

 

2)

 

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.

 

 

 

3)

 

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.

 

 

 

4)

 

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.

 

 

 

5)

 

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.

 

 

 

6)

 

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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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.

 

7)

 

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.

 

 

 

8)

 

The parties shall undertake joint marketing and promotion.

 

 

III. Distribution of Rights and Obligations

1.

 

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:

Party A shall issue service industry invoices to Party B. The payment collecting party shall mail the s

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