Monternet Short-messaging Service Cooperation AgreementCooperation Agreement |
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SINA CORP | Beijing Mobile Communications Corporation | Sha Yuejia | Beijing SINA Internet Information Service Co., Ltd.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Cooperation Agreement by:
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
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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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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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Party B shall
promptly provide detailed business plans and marketing plans in writing to
Party A. |
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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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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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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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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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Party A shall
supply the hardware/software system for the short-message platform, and bear
the relevant operation cost. |
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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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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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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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The parties
shall make joint marketing and promotion. |
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2. Party B’s rights and obligations
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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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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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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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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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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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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: |
Party A shall issue service industry invoices to Party B. The payment collecting party shall mail the s






