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Exhibit
10.19
Telecommunication Services License
Agreement
THIS AGREEMENT is entered into between and signed by the
following parties on June 18, 2007:
Party
A: Warner Music Group (Beijing)
Signatory:
Address:
Room 701B, Building A, Full Link Plaza, No. 18 Chaoyangmenwai
Avenue, Chaoyang District, Beijing, China
Telephone:
65880505
AND
Part B: Global
Music International, Inc. (also known as
“IMNTV”)
Signatory: Christopher
Mauritz
Address:
Room 806, Building A, No. 18 Jianguomenwai Avenue, Chaoyang
District, Beijing, China
Telephone:
65157966
WHEREAS :
(1)
Party A, in order to promote the digital sale and distribution
of “Warner’s copyrighted music products” (as
defined below) in the “agreed territory” (as
defined below), hereby licenses Party B to use Warner’s
copyrighted products in accordance with this Agreement;
and
(2)
Party B intends to provide customers with Warner’s
copyrighted products through “licensed telecommunication
service providers” in the China territory (as defined
below);
(3)
NOW THEREFORE, in consideration of the mutual benefits and
subject to the terms and conditions set forth below, Party A
and Party B enter into this Agreement to grant Party B a
non-exclusive license to use Warner’s copyrighted
products for such “licensed telecommunication
services” (as defined below).
The
PARTIES AGREE AS FOLLOWS:
1.
Terms and Definitions
1.01
Definitions
Unless
defined elsewhere in this Agreement, the following terms shall
have the meanings ascribed to them below:
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1.1.1
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“Agreement”
— refers to this Agreement and its annexes as well as other
tables, annexes or instruments that may be agreed to be part of
this Agreement.
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1.1.2
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“Effective
Date” — refers to the date on which the parties hereto
sign this Agreement, as is indicated at the top of this
Agreement.
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1.1.3
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“Term
of the Agreement” — commences from the day when this
Agreement is signed and lasts for a full calendar year of 12
(twelve) months after the signing of the Agreement.
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1.1.4
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“Agreed
Territory” — refers to mainland China, provided that it
excludes the Special Administration Regions of Hong Kong and Macao,
as well as Taiwan and its neighboring islands of Penghu, Jinmen and
Mazu.
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1.1.5
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“Starting
License Date” — If (1) Party B has notified
Party A of the content of its cooperation with the licensed
telecommunication service providers; and (2) Party B has
received written approval from Party A with respect to the content
and detailed list of Warner’s copyrighted products involved
in the licensed telecommunication services hereunder, then Party B
shall be entitled to make the decision, after the effective date of
the Agreement, as to when the licensed telecommunication services
can be started through each of the provincial telecommunication
service providers in China concerning Warner’s copyrighted
products.
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1.1.6
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“Mobile
Device” — refers to any mobile phone or PDA that is
capable of receiving and/or storing and/or displaying
Warner’s copyrighted products.
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1.1.7
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“Party
B” — refers to “IMNTV” in the Agreement.
Thus, Party A agrees that Party B shall collect and provide an
aggregate statement about the number of downloading times, and the
royalties payable to Party A after deducting the advance payment,
license fee, or other copyright fees.
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1.1.8
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“Telecommunication
Service Provider” — refers to China Mobile Group, China
Unicom, China Netcom Group, China Telecom Group, and their wholly
owned and controlled subsidiaries, branches, representative
offices, or other constituent entities. Other telecommunication
service providers cannot be added unless Party A has approved of it
in writing. Annex A hereof lists all the subsidiaries or branch
companies in all the provinces of China that are wholly owned or
controlled by the telecommunication service providers
herein.
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1.1.8
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“Licensed
Telecommunication Services” — refers to the value-added
telecommunication services (as defined in 1.1.8(1) below) provided
by Party A and Party B, in cooperation with the licensed
telecommunication service providers, by which Warner’s
copyrighted products are purchased or transmitted to a
customer’s mobile device through the Internet, IVR, WAP,
GPRS, SMS, MMS and by other means, during the term of the Agreement
and in the agreed territory:
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(1)
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“Color
Ring Downloading” (or Ringback tones /RBT) (limited to 60
seconds)
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1.1.9
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“Masters”
— refers to the master copies of Warner’s copyrighted
products. It may be a CD or DAT or a digitized disk, in a format
that is compatible with Party B’s technological
requirements.
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1.1.10
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“Third
Party’s Equipment” — means Party B shall make
sure that the third party it entrusts with the licensed services
upon Party A’s written approval, will use secure server and
equipment as specified by the written Agreement to maintain the
telecommunication networks and services hereunder, and shall ensure
the security of Warner’s copyrighted products and prevent
illegal access.
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Party
A requests that if the third party for whatever reason continues to
exist but discontinues operation or no longer provides the services
hereunder, Party B shall have the third party destroy all
Warner’s copyrighted products or other related materials in
the third party’s possession or collection.
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1.1.11
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“Warner
Property” — refers to the products which Party A has
copyrights to and licenses Party B in writing to use during the
term of the Agreement and in the agreed territory, including the
following three types: (1) audio/video recording; (2) artist image;
and (3) artist voice greeting.
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Party
A agrees to send Party B a statement, at the time of signing the
Agreement, specifying the licensed products from Warner Property
that have been released, and this statement constitutes
Annex B (“Statement of Licensed Old Products”) hereof.
Another statement specifying the licensed ones from Warner Property
that Party A plans to release during the term of Agreement
constitutes Annex C (“Statement of Licensed New
Products”) hereof; Party A shall be allowed to amend the
contents of the statement of licensed new products.
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Party
A only agrees to license Party B to use the products included in
Annex B and C during the term of the agreement and within the
agreed region for the licensed telecommunication services. Party B
shall get Party A’s written approval in order to obtain
licenses to other products not listed herein.
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1.02
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Plural/Single/Reference
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The
plural may include the singular and the singular may include
the plural; this Agreement shall be interpreted in this regard
as the context may require. References to paragraphs and
subparagraphs are to paragraphs and subparagraphs of
this Agreement, and references to any other agreement or
instrument shall be deemed to include references to that
agreement or other instrument as varied or replaced from time
to time.
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1.03 Headings
All
the headings used in the Agreement are only for ease of
reference and shall have no effect on the interpretation or
construction of the obligations of the parties
hereto.
2.
Grant of Rights
Provided
that Party B meets all the terms and conditions of the
Agreement, Party A agrees to grant Party B non-exclusive
license during the term of the Agreement with such rights as
are defined in 2.01 to 2.06 below.
2.01
Right of Duplication
During
the term of this Agreement and subject to its terms and
conditions, Party A grants to Party B a one-time right to
digitally encode and duplicate Warner Property in
customers’ mobile devices or in the fileservers of the
licensed telecommunications service providers, but such a
right shall be limited to the licensed telecommunication
services as defined in this Agreement.
2.02
Right of Downloading/Internet Distribution
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(a)
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Subject
to the terms and conditions of this Agreement, Party A agrees that
Party B shall be allowed to provide customers with Warner Property
to their mobile devices for purchase through the fileserver system
of the licensed telecommunication service providers for the
licensed telecommunication services defined herein. For the purpose
of promotion, Party B may permit consumers of the licensed
telecommunication services to listen to a sample of Warner
Property, as long as such a demonstration is limited to 30
seconds.
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(b)
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When
a cover page of Warner Property is displayed on the relevant sites
of the licensed telecommunication services hereunder, it shall bear
the name of the song, the artist, and Warner’s
proprietorship.
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(c)
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Party
B agrees not to make any material changes to the licensed
telecommunication services before it submits such proposed changes
to Party A for review and secures Party A’s written
approval.
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B
is only entitled to develop, display, or utilize Warner
Property in such a manner as prescribed by this agreement, and
to avoid confusion, Party B shall not engage in any of the
following activities:
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(a)
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Exhibit
or display any of Warner Property beyond the scope of the licensed
telecommunication services hereunder; or
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(b)
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Use
Warner Property for any unauthorized commercial or non-commercial
purposes or in such a manner that leads others to believe the
displayed artists endorses Party B or other’s
products/services, unless Party A has agreed in writing to such
exhibition, display or usages after its independent
review.
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2.04
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Reservation
of Rights
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(a)
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Party
A retains all ownership rights, including but not limited to
copyrights and trademarks of all masters and Warner Property;
provided, however, that Party B shall have the rights regarding
technologies and services for the licensed telecommunication
services (if none of which is provided by Warner), including but
not limited to copyrights and trademarks owned by Party
B.
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(b)
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Unless
otherwise provided explicitly in the Agreement, Party B shall have
no right to any of Warner Property.
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2.05
Rights of Withdrawal
It
is agreed that Party B’s rights to use any Warner
Property may be terminated by Party A upon one week's
prior written notice to Party B if any of the following
conditions is met:
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(a)
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If
Party A also requires a third party similar to Party B to withdraw
Warner Property from its services (Party A has the right to
withdraw);
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(b)
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If
the rights of Party A or its affiliates to Warner
Property terminate;
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(c)
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If
Party A or its affiliates is notified or otherwise becomes
aware of a third-party’s claim that the transmission of
Warner Property infringes the rights of others; or
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(d)
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If
Party A cannot secure the consent of the music copyright owners of
Warner Property;
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3.
Prohibited Activities of Party B
Unless
authorized by Party A in writing, Party B as well as its
authorized representatives shall not engage in any of the
following activities:
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(a)
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Copy
or duplicate any Warner Property, unless otherwise covered by the
rights granted hereunder;
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(b)
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Exhibit
any advertisement or commercial of any nature which suggests or
implies an endorsement of Party B or a third party’s products
by the artist whose performance is included in the licensed
copyrighted products;
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(c)
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Edit
or make any change to Warner Property, unless explicitly provided
in Paragraph 2 of this Agreement.
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Should
Party B become aware that any third party (whether or not
acting on behalf of Party B) is circumventing or intends to
circumvent this Paragraph 3 (a “circumventing
event”), Party B shall promptly notify Party A in
writing thereof.
4.
Warner Property
4.01 Servicing
of Masters
Party A shall provide
Party B with masters of Warner Property.
4.02 Treatment
of Warner Property and Masters
Party B
promises:
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(a)
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To
maintain all masters and their duplicates in Party B’s
premises and safeguard the same from any loss, damage, theft,
unauthorized use, copying, storage or duplication by
others;
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(b)
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To
be solely responsible for any loss, theft, or damage to masters and
their duplicates in Party B’s possession and any unauthorized
use, copying, storage or duplication by others thereof if it is
caused by Party B’s negligence, intentional action or
inaction; and
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(c)
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Upon
the expiration of the term or termination of this Agreement, Party
B shall either: (i) return all such masters and their duplicates to
Party A; or (ii) destroy all the masters and their duplicates upon
Party A’s written notice to that effect.
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5.
Party B’s and Warner’s Undertakings:
5.01
During the term of this Agreement, Party B shall be
responsible for the following:
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(a)
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Exhibit
the following information on web pages related to the licensed
telecommunication services when Party B is providing such
services:
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