Cooperation Agreement on Monternet WAP Services - China Mobile Telecommunications Group Corp. and Beijing AirInBox Information Technologies Co. Ltd.
COOPERATION AGREEMENT
ON
MONTERNET WAP SERVICES
Party A: China Mobile Telecommunications Group Corporation
Party B: Beijing AirInBox Information Technologies Co., Ltd.
According to the principal of equality and mutual benefits, through
friendly negotiation, both parties agrees to build up a cooperation relationship
with each other. In order to regulate the rights and obligations between two
parties, this Agreement is established. This Agreement is effective and binding
upon both parties.
1. Cooperation Principles
Based on the common interests and the mutual benefits, in the field of
mobile data WAP services, both parties shall perform this Agreement in good
faith and cooperate another party's task.
2. Cooperation Projects
Party A, as the network operator, shall provide the platform for MMS and
communications services, and also provide to Party B the standards for
Monternet(TM) WAP service and technical standards for interfacing; Party B, as
the service provider, shall develop and provide application content services in
accordance with the standards provided by Party A. Party B may connect to Party
A's MMS platform to provide WAP service, subject to Party A's testing and
approval., viz. Http://wap.monternet.com. The cooperation started from September
1, 2002, the term of the cooperation considered by both parties is from
September 1, 2002 to August 31, 2003.
3. Obligation
(1). Party A's obligation
(a) Party A shall take advantage of the media it controls to promote and
advertise the main site of Monternet as to abstract the consumer to log on this
site.
(b) Party A shall provide Party B with the Monternet WAP services criteria
and the technical interface standards to insure Party B may successfully connect
to the main site of Monternet.
(c) Upon the requirement from Party B, Party A shall provide the necessary
training for Party B.
(d) Considering the WAP system firewall of Party A and the interface of
Party B
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as the boundary, Party A shall be responsible for all the equipment's
maintenance at its side and insure the daily services of these equipment.
(e) Party A shall provide the services supplied by Party B and tested by
Party A itself on the Monternet WAP main site.
(f) Party A shall be responsible for the daily maintenance of the WAP
network platform and the equipment technical troubles caused by Party A to
insure the appliance services can run normally.
(g) Party A shall provide the network interface services for Party B
without any charges, and assist Party B to connect the application services with
the WAP network platform.
(h) Party B shall be responsible to establish the criteria and standards
for the WAP operation, notice Party B the criteria and standards entirely and
without diverges, and furnish a reasonable period to Party B to realize these
criteria and standards.
(i) Party A shall be responsible for the user's register, logon,
authentication, and right appraisal, and shall response the relevant data to
Party B.
(j) Party A shall be responsible to calculate the visit amount, and upon
the demand of Party B shall provide the relevant visit data for Party B.
(k) Respect to the services Party B provides on the Monternet main site,
Party A shall, according to the calculation materials provided by Party B,
charge Party A's customers information fees who enjoy Party B's services, and
pursuant to Article 6 pay Party B the relevant money.
(l) Party A shall be responsible to provide the consultant and customers
services, to treat the customers' complaints, and shall immediately solve the
problems caused by Party A with regard to the network, net gate, and the
operation platform, meanwhile, Party A shall notice the relevant situations to
Party B to request Party B to treat it as soon as possible if the problems are
caused by Party B.
(2) Party B's obligation
(a) Party B shall take advantage of its controlled media (including web
sites, WAP sites, plane, TV, and etc.) to assist China Mobile to introduce the
WAP main site of Monternet (wap.monternet.com) and the relevant application
services in order that more customers to log on this site to enjoy this service.
After the written confirm of Party A, Party B may make use of the cooperation
name or service name to advertise the Monternet WAP services. Without the
written authorization of Party A, Party B shall not advertise the WAP services
foreign to the Monternet in the name of "China Mobile" and "Mobile Monternet"
(b) Party B shall, in accordance to the project to both parties, furnish
the WAP application sever, application software, information resources, special
data line, and the other necessary equipment, and insure these equipment to run
normally as Party A required.
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(c) Party B shall actively assist Party A to test the interface, insure to
connect to the Mobile Monternet WAP main site in accordance with the Monternet
WAP services criteria and the technical interface standards.
(d) Considering the WAP system firewall of Party A and the interface of
Party B as the boundary, Party B shall be responsible for all the equipment's
maintenance at its side and insure the daily services of these equipment.
(e) The network performance capability provided by Party B shall reach the
standards as follows, which shall be tested and recorded by Party A
(i) the successful link ratio in traffic time shall not be less
than 98%
(ii) the network delay( indicating to the delay pinging from the
WTBS to the SP server ) shall not be higher than 100ms
(iii) the response delay (indicating to the delay from when the WTBS
sends out its service request to when the WTBS responses the
receipt of the services)
(f) Party B shall immediately solve the application service problems caused
by Party B and take any necessary measures to insure that there be no similar
problems occurring anymore. And Party B shall indemnify the damages of Party A
or the customers thereof caused by Party B.
(g) Party B shall be responsible to negotiate with and subscribe the
business agreement with the direct provider of the application services content.
Party B guarantees the information and the services provided will not violate
the related policies and regulations of P.R.C., and will not infringe the
consumers' interests and the third party's intellectual properties. With regards
to the information services, which shall be renewed, Party B shall be
responsible for the contents exam and its setting out on the website.
(h) Party B shall assure its customers may smoothly use any services
provided on the Mobile Monternet WAP main site by Party A. Unless receive the
acknowledgement from Party A, Party B shall not ask for the users, who log on
the Mobile Monternet WAP main site, to register or to qualify, and shall not ask
the users to register on the site except for Mobile Monternet WAP main site.
(i) Party B shall insure that the provided contents be valuable to users
and immediately update it every time.
(j) Party B shall not unilaterally supply any other service, which does not
ratified by Party A, through the WAP site, without the written consent of Party
A.
(k) The application contents Party B provides for Party A, no matter what
the carrier of these application services is, shall not be supplied to the other
communication operator or WAP sites, or else Party A has its right to terminate
the application services provided by Party B on the WAP main site of Party A and
cancel the payment to Party B.
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(l) Party B shall not provide its own toll service on its own WAP site, or
else Party A may terminate the application services provided by Party B on the
WAP main site of Party A and cancel the payment to Party B.
(m) If, prior to the cooperation with Party A, Party B has supplied its own
service on the site of its own or of Party A's branch companies in provinces,
Party B shall terminate such services principle. Party B may add a Mobile
Monternet link in the place of the original service. Or else, Party A may Party
A may terminate the application services provided by Party B on the WAP main
site of Party A and cancel the payment to Party B.
(n) Party B shall add a link of Mobile Monternet WAP main site's homepage
(http://wap.monternet.com) on its own WAP site, and recommend users to use the
application services on the Mobile Monternet WAP main site.
(o) Party B may select to provide national services on the Mobile Monternet
WAP main site or local services on the province branch companies' WAP site;
however, with respect to services of the same kind, Party B only can select one
of these two options, which means the local services shall not be re-supplied in
the nation wide services and the nation-wide services shall not be re-provided
in the local services; the services provided for provinces shall not be
overlapped, and Party B shall not provide WAP connecting services in several
provinces in order to reach the aim of nation-wide service, or else Party B's
nation-wide services will be terminated.
(p) Without the written consent of Party A, the brand or the brand logo of
Party B shall not appear in the application services provided by Party B on the
Party A's WAP website, and the logo of Mobile Monternet shall be used.
(q) Any redirection to the third party's or Party B's URL address links
shall not appear in the services provided by Party B on the Party A's WAP
website; and all the services shall add a link to the homepage of Monternet
(http://wap.monternet.com).
(r) Party B shall clearly and without diverges furnish to Party A any
materials that business income calculation needs, shall take all economic and
legal responsibilities.
4. Both Parties' Rights
(1) Rights of Party A
(a)Party A has right to inspect by itself or by the authorized third party
the content and the information Party B provided, and to exam whether or not the
content is timely.
(b) Party A may refuse to release, delete the information which contains
the inappropriate content in violate with the statues, regulations, policies of
P.R.C. If any economic damages to Party A or any impairment of the goodwill to
Party A occur, Party A may ask for Party B to compensate.
(c) Party A is entitled to modify, amend, or delete the content which it
considers
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be modified, amended, or deleted.
(d) Party A has its right to establish the standards to exam the
application services provided by Party B, and upon such standards to estimate
the services Party B provided. With respect to the application services that
disqualified for continuously 3 months, Party A may ask Party B to adjust or
modify the related services, if the services still cannot reach the requirement
of Party A after such adjustment and modification, the services qualification of
Party B shall be canceled.
(e) Party A has the right to determine the order of application services
on the WAP main site of Party A provided by Party B.
(f) Party A is entitled to guide or inspect Party A's fee criteria.
(g) Party A shall have the right to obtain its reasonable income. (the
detailed income distribution pls. See Article 6 of this Agreement)
(2) Rights of Party B
(a) Party B may select to provide national services on the Mobile
Monternet WAP main site or local services on the local branch companies' WAP
site; if nation-wide service, Party B may make an application to Party A; if
local services, Party B may make an application to the local branch of Party A.
However, the fee settlement of the local services is not provided by Party A but
is made by the sole agreement with the local branch company.
(b) The scope of services provided by Party B shall be consistent with the
scope recorded on its value-added services business license.
(c) Under the guide of Party A, Party B is entitled to determine the fee
standards and whether the provided services shall be charged.
(d) Party B is entitled to obtain the statistics arising from the user's
visit to the provided information and the application data.
(e) Without the written consent of Party B, Party A shall not transfer,
announce, or re-sell the product information of Party B to any third party.
(f) Party B has its right to acquire a reasonable part of revenue of the
service (the allocation of the revenue refers to Article 6 this Agreement).
(g) If the statistics from Party B and that from Party A is different far
away, Party B may ask Party A to furnish the statistics in detail to check.
5. Confidentiality
(1) For purpose of this Agreement, "Proprietary Information" means any
information obtained by one party from the other party ("DISCLOSING PARTY")
during their cooperation which is developed, created or discovered by the
Disclosing Party, or be available to or transferred to the Disclosing Party that
are commercially
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valuable to the Disclosing Party's business. Proprietary Information includes
without limitation trade secrets, computer program, design technology, idea,
know-how, technique, data, business and product development plan, customer's
information and other information related to the business of the Disclosing
Party, or confidential information obtained by the Disclosing Party from others.
The Parties acknowledge that the Disclosing Party shall own Proprietary
Information, and such Proprietary Information is of significant importance to
such Disclosing Party. The cooperation relationship between the Parties hereto
has generated the relationship of confidence and trust related to Proprietary
Information between the parties hereto.
(2) Without prior written consent of the Disclosing Party, the other party
shall keep any of Proprietary Information in confidence and may not use or
disclose to any person or entity such Proprietary Information, except for normal
performance of the obligations provided hereunder.
(3) Both Parties shall bear non-disclosure responsibility for this
cooperation and the details of this Agreement. Without the prior written consent
of the other party, either party shall not disclose such cooperation and details
of this Agreement to any third party.
6. Revenue Sharing and Fee Settlement
(1) Party A and Party B cooperate to provide WAP service to Party A's
customers, and both parties are entitled to reasonable revenue. The settlement
shall be counted according to the statistics from Party A's charging system.
(2) This fee settlement is limited to the services provided by Party B on
the WAP main site of Party A, not including the local services provided by Party
B in the local area of Party B.
(3) The communication fee arising from the customers for their use of WAP
service on the network of Party A shall be possessed by Party A.
(4) The term of fee settlement shall be started from the beginning of this
project and ended when this agreement is expired or terminated.
(5) Party A shall figure out the information fee receivable from its
customers for use of Party B's services, 15% of which shall be taken by Party A,
while the remaining 85% shall be paid to Party B.
(6) Party A shall notify Party B of the income last month before 20th day
of every month (deducting the information fee receivable by Party A). Party B
shall make out an "service" invoice to Party A in accordance with such income.
(7) After receipt of the invoice, Party A shall remit the fee receivable
by Party B to its appointed bank account within 5 working days, pursuant to
information provided by Party B.
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(8) Party A and Party B shall pay taxes arising out of the WAP service
revenue respectively.
(9) Fee settlement is depending upon Party A's calculating system. If
Party B dissents to the calculation result, Party A may supply the detail
communication list to Party B and assist Party B to exam the reasons of
problems, however, the fee settlement of this month will not be adjusted.
(10) Party B shall provide Party A with its accurate bank account and
related information:
Name of Beneficiary: Beijing AirInBox Information Technologies Co.,Ltd
Opening Bank: De Wai sub-branch, Xin Jie Kou Branch, Industrial and Business
Bank of China.
Account No.:0200001309006796982
7. Liability for Breach
(1) If any party's breach of this Agreement causes this Agreement
unenforceable, the non-breaching party shall be entitled to terminate this
Agreement and require compensation for any losses thus incurred.
(2) If any party's breach causes adverse social impact or economic losses
on the other party, the non-breach party shall be entitled to hold the breaching
party liable and demand corresponding economic compensation, or even terminate
this Agreement.
8. Disputes Settlement
(1) If any dispute arises relating the performance of this Agreement, the
parties shall settle it through friendly consultation.
(2) If the consultation fails to resolve the dispute, either party may
file to the Beijing Arbitration Commission upon its arbitration rule. The award
of the arbitration shall be final and with binding force upon both parties.
9. Term of This Agreement
(1) This Agreement shall become effective as of the date of subscription,
and the expiration date is September 30, 2003.
(2) The term of this Agreement may be automatically renewable for another
year unless otherwise terminated by one party giving a written notice to the
other party at least one month prior to its expiration.
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(3) This Agreement may be automatically terminated upon agreement by both
parties during the term of this Agreement.
(4) If the occurrence of any force majeure events makes it impossible to
continue performance of this Agreement, this Agreement may be automatically
terminated upon settlement of all outstanding bills by both parties.
(5) If the occurrence of a certain event makes it impossible for one party
to continue performance of this Agreement, and if such event is foreseeable,
such party shall notify such event to the other party within five working days
after its reasonable forecast of such event, and cooperate with the other party
to complete all outstanding matters. If such party fails to notify the other
party of such event and thus make the other party suffer losses, such party
shall indemnify the other party correspondingly.
10. Miscellaneous
(1) Attachment to this Agreement, SP Cooperation Administrative Measures,
WAP Handbook, has the same legal effect with this Agreement.
(2) Any outstanding matter shall be addressed by both parties through
friendly negotiation.
(3) This Agreement is made in duplicate and each party shall hold one copy.
Each copy shall have the same legal effect.
Party A:China Mobile Telecommunications Group Corporation
Authorized Agent: (signature)
/s/ Ye Bing
Date:
Party B: Beijing AirInBox Information Technologies Co.,Ltd
Authorized Agent: (signature)
/s/ Li Luyi
Date: