Mobile Data Cooperation Agreement - China Unicom Telecommunications Corp. and Shanghai Weilan Computer Co. Ltd.
MOBILE DATA COOPERATION AGREEMENT
SERIAL NO. CUVAS-A3040/S
PARTY A: CHINA UNICOM TELECOMMUNICATIONS CORPORATION
PARTY B: SHANGHAI WEILAN COMPUTER CO., LTD.
DATE: APRIL 17, 2003
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TABLE OF CONTENTS
Preface
Chapter 1 Purpose
Chapter 2 Definitions
Chapter 3 Scope of Cooperation and Working Interface
Chapter 4 Customer Service Management Interface
Chapter 5 Security of Mobile Data Services
Chapter 6 Billing and Settlement
Chapter 7 Intellectual Property and Confidentiality
Chapter 8 Liability for Breach and Dispute Resolution
Chapter 9 Force Majeure
Chapter 10 Amendment or Termination
Chapter 11 Effectiveness and Miscellaneous
Signature page
Exhibit 1: Billing and Settlement
Exhibit 2: Mobile Data Services and Rate
Exhibit 3: Party B's Service Statement to Subscribers
Exhibit 4: Interface Maintenance Responsibilities of the Parties
Exhibit 5: Information Source's Guarantee Letter Concerning the Security
of Networking Information
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PREFACE
This cooperation agreement (this "Agreement") is entered into as of April 17,
2003 in Beijing, by and between the following parties:
Party A: China Unicom Telecommunications Corporation (hereinafter referred to as
the "Party A" or "China Unicom"), a corporation established and existing in
accordance with the laws of the People's Republic of China, with registered
office at Jia No.133 North Xidan Street, Xicheng District, Beijing, People's
Republic of China, its legal representative is Yang Xianzu;
Party B: Shanghai Weilan Computer Co., Ltd. (hereinafter referred to as the
"Party B" or "Weilan"), a corporation established and existing under the laws of
the People's Republic of China, with its registered office at No.558 West Dazhi
Road, Malu Township, Jiading District, Shanghai, its Chief Executive Officer is
Mark Begert.
CHAPTER 1 PURPOSE
WHEREAS:
1. Party A is a telecommunications operator approved by the authority in
charge of information industry in the State Council to provide the
general public nationwide with basic telecom services and VAT telecom
services, with its own telecom infrastructure network, data service
platform, service sale system, and tremendous customer base. Party A
has the full authority to execute and perform this Agreement.
2. Party B is a content provider ("CP")/service provider ("SP") that
lawfully provides mobile data contents/services, qualified to operate
the cooperation service under this Agreement, and has been granted with
the following certifications:
(a) Corporate Person Business License (No.3101142019650)
(b) Operation License for Telecom and Information Service (Hu ICP
Zheng No.000106)
(c) Operation License for Telecom VAT Service (No.__________ )
(d) Such certificates of qualifications and/or acceptance of
service testing approved by Party A.
Party B has the full authority to execute and perform this Agreement,
and intends to provide mobile content service based on Party A's mobile telecom
network and data service platform.
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THEREFORE, the parties entered into this cooperation agreement in
accordance with the principles of mutual benefit and advantage sharing, and for
the purpose of achieving a win-win situation through developing China Unicom's
mobile data services.
CHAPTER 2 DEFINITIONS
For the purpose of this Agreement, the following terms shall have the
meaning as defined thereof be definitions. Other relevant terms that are not
explicitly defined hereunder shall be defined according to laws and regulations
or PRC laws or the rules of competent authorities, to the extent that there is
no explicit definition in such laws and regulations, such terms shall be defined
according to the industrial practice.
2.1 "CP/SP"
"CP" is an abbreviation for "Content Provider." For the purpose of this
Agreement, "CP" shall only refer to the provider that provides
information sources for the services.
"SP" is an abbreviation for "Services Provider." For the purpose of
this Agreement, "SP" shall refer to professional service entities that
provide telecom and information services. "SP" can be a network
operator or an integrator of business provided by other network
providers and provides integrate services to its customers.
In this Agreement, "CP/SP" shall include all the professional entities
willing to cooperate with Party A, use Party A's mobile telecom network
and data service platform, and provide various mobile data services to
Party A's mobile telecom network subscribers.
2.2 "SUBSCRIBERS" shall refer to such individuals, corporate persons or
other entities that connect with Party A's mobile telecom network and
data service platform via mobile terminals or other telecom terminals
approved by Party A, and voluntarily receive mobile data services
provided by Party A and Party B.
2.3 "MOBILE DATA SERVICES" shall refer to data services and applications
based on Party A's mobile telecom network.
2.4 "MOBILE TELECOM NETWORK AND DATA SERVICE PLATFORM"
For the purpose of this Agreement, "Mobile Telecom Network" refers to
mobile telecom infrastructure facilities provided by Party A. "Data
Service Platform" refers to service platform in addition to mobile
telecom network, which is specially designed for one or more specific
data services, including but not limited to subscriber interface, CP/SP
interface, business management and application billing functions.
2.5 "SERVICE SUPPORTING SYSTEMS" means subscriber management, billing,
settlement, and accounting systems needed for the normal operation of
services.
2.6 "COMMUNICATION CHANNEL" means physical and logical connections within
mobile communication system for the communication between subscribers.
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2.7 "PORT" means the interface for the communication connection between
data service platform and mobile telecom network, data service platform
and application server provided by CP/SP, including communication
address and relevant specifications.
2.8 "DATA VOLUME" means the communication volume coming in and out of the
data service platform.
2.9 "TESTING" means the testing on services provided by CP/SP, which may
include network connection test, interface conformity test, and
function test, so as to ensure the service meet with the requirements
for activation.
2.10 "GRACE PERIOD FOR WITHDRAW", means certain period that if the CP/SP
services needed to be terminated, the CP/SP shall make prior notice to
subscribers in appropriate manner within such period prior to the
termination thereof, and in which period Party B shall continue its
services to subscribers according to subscriber agreement.
2.11 "EQUIPMENT JUNCTION POINT" means the location of linkage between two
physical or logical equipments.
2.12 "MAINTENANCE INTERFACE" , as the whole service system is composed of
different parts, and the responsibility of maintenance also belongs to
different parties, the maintenance interface is to set up the location
for different parties to take responsibility for maintenance.
2.13 "SYSTEM MAINTENANCE" means the daily maintenance and trouble shooting
for the normal operation of system.
2.14 "GATEWAY" means the equipment that provides the function of protocol
transition and system interconnection.
2.15 "CUSTOMIZE" means the subscribers acknowledge their acceptance of
content services, and voluntarily ask for such services.
2.16 "7X24" means 7 days a week 24 hours a day, without public holidays.
2.17 "COMMUNICATION FEE" means such fee arising from the use of Party A's
network resources by subscribers or the CP/SP; communication fee shall
be collected by Party A from subscribers or the CP/SP.
2.18 "INFORMATION SERVICE FEE", means such fee arising from the use of
CP/SP's content information or application services other than
communication fee. In consideration that Party A provides connection
service, customer service, billing service and fee collection service,
so the information service fee shall be divided in certain portions
between Party A and Party B.
2.19 "CORPORATE CODE" refers to "China Unicom Mobile Data Services CP/SP
Corporate Code", which is the sole corporate identification that Party
A assigns to Party B.
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CHAPTER 3 SCOPE OF COOPERATION AND WORKING INTERFACE
3.1 Party A shall provide Party B with paid communication channel and its
network subscriber resources, and provide Party B with paid connection
service, customer service, billing service and fee collection service
(for standard and measure for billing and settlement, please see
Exhibit 1) based on Party A's customer service, billing and service
supporting system.
3.2 The corporate code that Party A assigns to Party B is: 20000.
3.3 Party A shall guarantee the uniqueness and steadiness of the corporate
code assigned to Party B; the parties acknowledge that Party A's
systems shall include but not limited to billing and settlement system,
data service platform system and customer service system, the corporate
code that Party A assigns to Party B and the corporate name of Party B
shall have the same effect in identification of Party B.
3.4 Party B shall provide subscribers with such mobile data services as set
forth in Exhibit 2 through Party A's mobile telecom network and data
service platform.
3.5 Prior to the formal launch of any mobile data services (including the
modification thereof), Party B shall obtain Party A's written
confirmation of acceptance after testing. Upon Party B's request, Party
A shall issue such written confirmation document upon the testing of
Party B's services to the satisfaction of Party A.
3.6 Before Party B provides in any method any mobile data services to Party
A's subscribers, Party B shall provide sufficient notice to Party A
regarding the content, method and billing of such services, and the
content of such notice shall not be less than those set forth in
Exhibit 3. Party B shall start to provide such services only to the
extent that there is evidence shows that it has made the notice
mentioned above and has obtained the confirmation and/or customization
from subscribers acknowledging their acceptance of mobile data VAT
services. Without Party A's prior consent in writing, Party B shall not
request subscribers to accept such customization and collect
corresponding fees from subscribers in any way to the effect that
"subscribers' acquiescence will be deemed as acceptance" or
"customization can only be cancelled by making a phone call or sending
a short message, otherwise it shall be deemed as accepted", nor impose
any unnecessary burdens to subscribers as a result of such issues.
3.7 During the term of this Agreement, Party A and Party B shall be
responsible for the maintenance of their respective interface according
to the junction point of such equipment. For details, please see
Exhibit 4.
3.8 During the term of this Agreement, Party B shall upon Party A's request
provide Party A with reports on the subscriber development, subscriber
category, subscriber habit, business prospect forecast, and subscriber
information necessary for the administration of such services, ensure
timely upgrade of Party A's subscriber database.
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3.9 Party B agrees to strictly observe in its mobile data services such
management measures, service quality standards, customer service
standards and other relevant documentations that Party A has already
stipulated or will stipulate from time to time.
3.10 During the term of cooperation, any additions of mobile data services
by Party B or any modification of Party B's business scope and price
shall be subject to billing test to the satisfaction of Party A, only
with written approval of Party A.
3.11 If necessary, Party A and Party B may separately or jointly promote in
various ways mobile data services.
3.12 Party A has the right to negotiate with Party B for the registration of
China Unicom's brand and use such brand in the promotion of mobile data
services upon Party A's examination and approval.
3.13 Party B shall use Party A's name, logo and other relevant materials of
Party A in its separate promotion of mobile data services only to the
extent that Party A so requires or such use has been approved by Party
A in writing.
3.14 Party B shall be solely liable for any consequences arising from mobile
data services in any form provided by any third party provides to
subscribers through Party B's maintenance interface, Party A shall take
no responsibility to subscribers or such third party for any
consequences thereof.
CHAPTER 4 CUSTOMER SERVICE MANAGEMENT INTERFACE
4.1 Both parties shall establish 7x24 hours hot-line service center.
4.2 Customer complaints or enquiries received by Party A's enquiry center
shall be directed to Party B for resolution of such issues not
belonging to Party A, Party B shall send initial reply to Party A or
directly response to Party B within one (1) hour thereafter, and shall
be responsible for the final explanation or resolution of such issues.
4.3 Party B shall not instruct customers to contact Party A on the basis
that the enquiries or complaints it has received are attributable to
Party A. If Party B believes that the enquiries or complaints it
received belong to Party A, Party B's customer service personnel or
customer service system shall assist Party A to analyze and resolve
such enquiries or complaints, and contact with Party A within one (1)
hour after receipt thereof, and direct the same to Party A upon Party
A's confirmation.
CHAPTER 5 SECURITY OF MOBILE DATA SERVICES
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5.1 Party A shall have the right to conduct necessary testing and data
statistics from time to time during the service operation period upon
such services provided by Party B, and, in light of the testing
results, to require Party B carry out rectification in accordance with
Party A's mobile data services management procedures.
5.2 Party A shall have the right to control and adjust the data volume,
determine the portion of the maintenance interface that belongs to
Party A and notify Party B of its determination.
5.3 Party B shall ensure that its services have no existing or potential
material hidden defect that will be exploited by individual subscriber
to cause damage to Party A's mobile telecom network, data service
platform or the profit of other subscribers.
5.4 Party B shall observe State laws, regulations and policies concerning
telecommunication and Internet contents, ensure that the content of its
information services is not in violation of relevant State laws,
regulations and policies, and will not send through Party A's system
such illegal information listed in the "Information Source's Guarantee
Letter Concerning the Security of Networking Information" (attached
hereto as Exhibit 5).
5.5 Party B shall be responsible to solve all disputes in connection with
the security and legality of the information it provided.
5.6 If Party A's business operation suffers any losses due to Party B's
violation of section 5.4, Party B shall compensate to Party A's losses.
If Party A suffers any negative impact due to Party B's violation of
section 5.4, Party B shall publicly acknowledge its liabilities
thereto, and make public apology to Party A.
5.7 Party B shall, through its transmission of various data on Party A's
communication platform, ensure the data volume will not cause any
damage to the safe loading of Party A's network. Party A shall have the
right to restrict the transmission of any abnormal overload data or
information volume that causes negative impact on the security of its
network operation.
CHAPTER 6 BILLING AND SETTLEMENT
6.1 Party A shall collect both the communication fee and information
service fee and Party B shall not collect any fee from the subscribers.
Details for the billing and settlement of fees for mobile data services
is attached as Exhibit 1 hereto.
6.2 Party A shall be entitled to various communication fee arising from the
use of Party A's communication network by its subscribers or by Party
B.
6.3 Proceeds of information service fee arising from the mobile data
services provided by Party B shall be shared between Party A and Party
B in certain percentage. Party A's share in the proceeds is based on
the following services it provided: mobile communication network
subscriber resources, relevant service platform, service testing and
quality supervision, unified customer service and business promotion,
collection of information service fees, and/or billing services.
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6.4 If the subscribers refuse to pay information service fee due to
problems with the quality of Party B's services, Party B shall, in
addition to paying the communication fee arising from the use of Party
A's mobile communication network, pay Party A's share of the
information service fee according to the percentage provided in Exhibit
1 hereto.
6.5 Party B shall provide Party A with the standards for charging for its
services in the format provided by Party A, and the final charge rate
shall be subject to Party A's confirmation. The formal implementation
of any change to Party B's pricing shall be subject to Party A's prior
confirmation.
6.6 Party B shall submit a formal invoice to Party A after the settlement
of information service fee with Party A.
6.7 Party A shall make full payment of the information service fee within
the specified period and in a manner agreed by the parties.
CHAPTER 7 INTELLECTUAL PROPERTY AND CONFIDENTIALITY
7.1 Issues relating to copyrights, trade marks, patents and other
intellectual property rights shall be handled in compliance with
relevant State laws; Party B shall, in accordance with relevant State
laws and regulations, obtain appropriate authorization/ or enter into
license agreements with the intellectual property rights owner/patentee
and or/agent, to ensure that data service provided by Party B will not
infringe on the legal interest of the respective owners/patentee, and
shall upon Party A's request, present such authorization/license
documents to Party A. Party A shall not be liable for any intellectual
property right disputes between Party B and any third parties.
7.2 Party B shall be responsible to solve all the disputes in connection
with the security and legality of the information provided by itself.
Party B undertakes and warrants that the information services that it
provide will not violate the intellectual rights or other civil rights
of any third parties. Party B further undertakes that it will be liable
for damages with respect to any and all lawsuit, claims, administrative
punishment, damages and losses arising from the violation of the
undertakings and warrants above mentioned.
7.3 Party A and Party B shall keep confidential this cooperation and the
details of this Agreement. Neither party shall disclose the details of
this Agreement and other relevant content to any third parties without
prior written consent of the other party.
7.4 During the term of this Agreement and two years thereafter, neither
party shall disclose, reveal or provide any business secret (including
financial secret), technical secret, business know-how and/or other
confidential information and materials (whether such information or
materials are in written, oral or other forms) that such Party obtained
from the other Party.
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7.5 During the term of this Agreement and two years thereafter, both
parties shall keep confidential of business secret (including financial
secret), technical secret, business know-how and/or other confidential
information and materials (whether such information or materials are in
written, oral or other forms) that have been jointly created by the
parties in the performance of this Agreement, without the other Party's
consent, neither party shall disclose, reveal or provide the same to
any third parties.
CHAPTER 8 LIABILITY FOR BREACH AND DISPUTE RESOLUTION
8.1 Both parties shall observe the provisions of this Agreement, if any
Party suffers damage or the cooperation hereunder is unable to proceed
due to the failure of the other Party to perform its obligations,
warrants or undertakings hereunder, or the violation of its
representations hereunder, then the other Party shall constitute a
breach of this Agreement.
8.2 If any Party's breach causes negative social impact or economic losses
to the other Party, the Party not in breach shall have the right to
hold the breaching Party responsible for such breach, ask the breaching
Party to eliminate such impact and make corresponding compensations,
and shall have the right to terminate this Agreement.
8.3 Any disputes arising from or in connection with this Agreement shall be
settled through amicable consultations between the parties in the
spirit of cooperation.
8.4 The parties agree, if any dispute arising out of or relating to this
Agreement can not be settled through consultations, such dispute shall
be submitted to Beijing Arbitration Commission for arbitration in
accordance with the arbitration rules of the Commission. The
arbitration award is final and binding on both parties. The arbitration
shall be conducted in Chinese.
8.5 The execution, performance and interpretation of this Agreement shall
be governed by the laws and regulations of the People's Republic of
China.
CHAPTER 9 FORCE MAJEURE
9.1 "Force Majeure" means all the events that can not be controlled or
foreseen, nor can be avoided by the parties hereto, which prevent any
Party to perform part or all of this Agreement. These events shall only
include: earthquake, landslide, collapse, flood, typhoon, abnormal
weather, and fire, explosion, accident, war, riot, insurgence, mutiny,
social upheaval or violence, terrorism event, sabotage, or any other
similar or dissimilar incidents.
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9.2 Any Party hereto shall not be held responsible for the other Party's
losses or the failure or delay to perform all or any part of this
Agreement due to Force Majeure event.
9.3 The Party effected by such Force Majeure event shall promptly inform
the other Party of its occurrence in writing and within 15 days
thereafter send a valid certificate issued by the relevant authority
explaining the detail of such event and the reason for the failure or
delay to perform all or any part of this Agreement. Both parties shall
negotiate whether continue to perform or terminate this Agreement
according to the degree of impact on the performance hereof caused by
such event.
CHAPTER 10 AMENDMENT OR TERMINATION
10.1 During the cooperation between the parties, relevant business
management rules and relevant customer management rules stipulated by
Party A for mobile data services shall be incorporated as the
supplement hereto. If there is any conflict between the provisions of
this Agreement and the management rules aforesaid, the management rules
shall prevail. Both parties agree to negotiate on the conflicting
provisions, and execute supplement agreement on the amendment of this
Agreement.
10.2 If any Party hereof intends to amend or revise this Agreement, it shall
send written notice to the other Party at least 15 day prior thereto.
The parties shall negotiate on the written form amendment or
modification of this Agreement.
10.3 In the event that any Party hereto is unable to continue its operation
or the mobile data VAT service cooperation hereunder due to the other
Party's failure in performing its obligations and responsibilities
hereunder, or material violation of the provisions of this Agreement,
it shall be deemed as a unilateral termination of this Agreement by the
Party in breach, and the Party not in breach shall have the right to
claim for compensation from the Party in breach for the economic losses
caused by such breach, and terminate this Agreement.
10.4 If, for whatever reason, Party B withdraw from the services, Party B
shall make at least 1 month prior notice to Party A, and provide 1-3
months grace period to continue its services to the subscribers and
make at least [90] days announcement about the termination of services
on its website (WW/WAP) or other channels to the subscribers.
CHAPTER 11 EFFECTIVENESS AND MISCELLANEOUS
11.1 This Agreement shall become effective as of the date it is signed by
the authorized representative of the parties and affixed with the
official seal of the parties, the term hereof shall be one year, which
is renewable upon agreement by both Party A and Party B through
consultation.
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11.2 This Agreement and Exhibits hereto are in four originals, each of Party
A and Party B holds two originals thereof, which are of the equal legal
effect.
11.3 All the Exhibits hereto constitute an integral part of this Agreement,
with the same legal validity as this Agreement.
11.4 Upon the effective date of this Agreement, the "China Unicom SMS
Cooperation Agreement" between Party B and China Unicom Shanghai
Branch, Party A's branch company located in the place of connection,
shall be terminated simultaneously.
11.5 Contacts for Party A and Party B:
Party A:
Name: Li Hong
Tel: 010-66504032
Fax: 010-66504005
Email: lih@chinaunicom.com.cn
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Party B:
Name: Cheng Jun
Tel: 010-85118622
Fax: 010-85118623
Email: jun.cheng@staff.linktone.com
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SIGNATURE PAGE
Party A: China Unicom Telecommunications Corporation
Representative: /s/ Wang Yingpei
Date: April 17, 2003
Party B: Shanghai Weilan Computer Co., Ltd.
Representative: /s/Mark Begert
Date: March 19, 2003
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EXHIBIT 1
BILLING AND SETTLEMENT
1. Party B shall indicate the collection of information fee in each
message delivered in accordance with Party A's format requirements.
2. BILLING RATE FOR SMS
A. Communication fee:
(a) communication fee shall be determined and collected
by China Unicom;
(b) with respect to information ordered through mobile
phones, upon subscribers' successful receipt of
messages, the upload communication fee shall be
charged at RMB 0.05 per message, and the download
communication fee shall be collected according to the
amount of messages actually received by subscribers,
the rate is RMB 0.05 per message;
(c) with respect to information ordered by subscribers
via Internet, communication fee shall be charged
according to the amount of download messages at RMB
0.05 per message;
(d) with respect to the "peer to peer" mode (SMS between
mobile phones): upon subscriber's successful sending
of messages, the calling party shall be collected RMB
0.10 per message;
(e) with respect to system feedback in the use of mobile
data services, the subscribers shall not be charged
any fees.
For example, with respect to system information indicating
subscriber's successful operation, system failure or feedback to subscriber in
the event of subscriber's unsuccessful operation, both the upload and download
communication shall be free of charge.
B. Information service fee:
(a) in principle, information service fee shall be
determined by Party B, and implemented upon Party A's
verification and approval;
(b) information service fee shall be charged to the
sending party upon subscriber's successful receipt of
information;
(c) fee cap shall be applied to Party B's information
service fee
Fee cap for charge per message: RMB2 per message;
Fee cap for monthly fee: RMB30/month (50% if the
service period is less than 15 days for one month).
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For details of the service fees (information service
fee), please see Exhibit 2.
3. SPECIAL CHARGES FOR PUSH SERVICES
A. "PUSH services" means such services provided by CP/SP without
subscribers voluntary application, and which is received by
subscribers through mobile terminals;
B. subscribers shall not be charged with any fees for the receipt
of PUSH services;
C. Party B shall pay Party A download communication fees at the
rate of RMB 0.05 per message for PUSH services;
D. Party B shall not publish information relating to services;
without prior consent, Party B shall not send any
advertisement or other commercial information to subscribers.
4. REVENUE SHARING BETWEEN PARTY A AND PARTY B
Party A shall take communication fees, and information service fees
shall be shared between Party A and Party B in certain percentage after
deduction of 4% business tax and 8% non performing debt reserve:
A. Revenue sharing basis: information service fees receivable
(after deduction of 4% business tax and 8% non performing debt
reserve)
B. During the first three-month period after the formal launch of
services, Party A shall take 20%, and Party B shall take 80%,
of information service fee. If at certain point during the
first three months Party B's service volume exceeds 10 million
messages per month (including 10 million messages), then Party
A shall take 10% and Party B take 90% of the information
service fess generated in that month.
C. From the first day of the month after the three-month period
of the launch of Party B's services, the following revenue
sharing percentage shall apply according to the monthly volume
in the following grades:
Unit: 10 thousand messages per month
<TABLE>
<CAPTION>
GRADE 1 GRADE 2 GRADE 3 GRADE 4
<S> <C> <C> <C> <C>
VOLUME greater than = to 1000 greater than = to 500 greater than = to 100 less than 100
PARTY A'S SHARE 10% 20% 30% 40%
PARTY B'S SHARE 90% 80% 70% 60%
</TABLE>
Note: The service volume above shall be calculated according to the amount of
actual messages (including information ordering and monthly fee), not including
PUSH services initiated by Party B.
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5. SETTLEMENT
A. The settlement shall be conducted once in each month.
B. The parties shall, during the 10th to 20th of each month,
verify the data of the previous month's information service
fees, and settle the previous month's information fees during
the 25th to 28th of each month. That is, information service
fees accrued in a given month shall be verified in the
following month, and be settled in the month after.
C. The schedule of information service fees collected by Party A
for the account of Party B shall be based on the report of
successful call cession that Party A provides to Party B.
D. If the discrepancy of the billing between Party A's billing
and Party's billing is lower than 5%, the billing shall be
based on Party A's billing, otherwise both parties shall
verify the reasons for such discrepancy and timely find out
reasonable solutions thereto.
6. OTHERS
A. Party B must notify subscribers of the amount of messages upon
delivery of message service.
B. If the subscriber selects group calling via Internet, the
calling party shall be charged according to the amount of call
numbers and the corresponding rate of communication fees and
information fees, the amount of call numbers for each group
calling shall not be more than 2 numbers.
7. BANK INFO
Party A's bank:
Party A's bank account:
Party B's bank: Southwest Branch, Huangpu Branch of
Industrial and Commercial Bank
Party B's bank account:
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EXHIBIT 2
MOBILE DATA SERVICES AND RATE
1. Service: [X] Short Message [ ] Mobile Internet [ ] Download [ ] Location
Connection mode: [X] Internet [ ] PL [ ] LAN
Connection location: Shanghai
Time for launch: Party A's formal issuance of launching document
2. Party B's customer service number: 021-53531253
3. Person in charge of customer service: Yao Baoxin
4. URL of Party B's mobile data services: www.linktone.com
5. Service description and billing rate: please see "SMS Description
List".
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EXHIBIT 3
PARTY B'S SERVICE STATEMENT TO SUBSCRIBERS
BILLING AND SETTLEMENT:
Collected by China Unicom on behalf of Weilan
CHANGE, SUSPENSION AND TERMINATION OF SERVICE:
1. Weilan may change or suspend its service at its own discretion.
2. Weilan may terminate service if Weilan determines in its own discretion
that users breach service regulation.
LINKAGE WITH THIRD PARTY WEBSITE:
Weilan bears no liability for any content of any linked website or transmissions
from any websites linked to Weilan's URL.
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EXHIBIT 4
INTERFACE MAINTENANCE RESPONSIBILITIES OF THE PARTIES
CHINA UNICOM'S KEY RESPONSIBILITIES:
1. contribute software and hardware required for mobile data network and
platform.
2. help to connect to Weilan's gateway or server.
3. provide Weilan with data service specifications and interface technical
specifications.
4. maintain the normal operation of the network telecommunications and
assume responsibility for network problems not caused by Party B. Have
right to restrict any abnormal transmission that may affect its network
operation security.
5. provide to Weilan statistics for the information transmission volume
used by Weilan through telecommunications channel, and ensure the
reliability and timeliness of such statistics data.
6. notify Weilan in advance for any transmission interruption resulting
from testing, maintenance or other foreseeable reasons, including the
reason, time and period for such transmission interruption.
7. immediately notify Weilan of any transmission interruption caused by
unforeseeable reasons such as problems with network switch or other
network problems.
WEILAN'S RESPONSIBILITIES
1. responsible for the construction and maintenance of its own system,
including all hardware equipment, system testing, connecting,
maintenance, daily service management, marketing promotion and
expenses.
2. responsible for the connection between Weilan's system and China
Unicom's server or gateway and expenses for the application, lease and
maintenance of relevant telecommunication lines.
3. responsible for the editing, review and production of the information
that it provides, and ensure the timeliness, truthfulness, reliability
and legality of such information, and assume related liabilities.
4. ensure the testing and connecting of its system would not affect the
normal operation of China Unicom's network and assume related
liabilities.
5. make prior notice to China Unicom in writing for the testing,
activation and modification of its system, and notify subscribers of
the same through effective means such as email,
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advertisement or short messages upon China Unicom's confirmation, and
shall reduce the impact on subscribers to the minimum degree.
6. observe China Unicom's emergence adjustment to the volume of short
messages so as to ensure the normal operation.
7. undertakes not to create overload transmission volume that would harm
the network safety when transmitting short-messages to China Unicom's
network or platform.
8. provide 7x24 system maintenance.
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EXHIBIT 5:
INFORMATION SOURCE'S GUARANTEE LETTER
CONCERNING THE SECURITY OF NETWORKING INFORMATION
CPSP shall conform to following regulations in connection with China Unicom's
mobile communications network, UNINET or related service platform:
1. comply with state laws, regulations and administrative rules.
2. not undertake any activity that may harm state security, divulge state
secrets, violate state constitution and laws, impede state or national
union, or any disseminate any information thereon or having the content
of pornography or violence.
3. comply with state laws and regulations on intellectual property.
4. ensure the testing and connecting of its system would not affect the
normal operation of China Unicom's network, UNINET or related service
platform.
5. put in place effective security and protection measures, and be subject
to supervision of competent authorities.
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