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Common use of Party B’s Rights and Obligations Clause in Contracts

Party B’s Rights and Obligations. 4.1 Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.

Appears in 2 contracts

Samples: Agreement of Cooperation on Tencent Advertising Services (iClick Interactive Asia Group LTD), Agreement of Cooperation on Tencent Advertising Services (iClick Interactive Asia Group LTD)

Party B’s Rights and Obligations. 4.1 9.2.1 Party B guarantees that it will use the Leased Unit properly according to the Agreement, be responsible for its own profits and losses and operate independently; 9.2.2 After being submitted to Party A for examination and approval, the Leased Unit shall be renovated at its own expense; The decoration of Leased Unit must abide by the codes, regulations and requirements on decoration formulated by Party A and the property company, and accept the supervision of Party A; 9.2.3 After the expiration of the lease term, if Party B needs to renew the agreement, it shall submit a written application to Party A three months before the expiration of the Agreement. After both parties reach an agreement on renewing the agreement, they shall renew the agreement 30 days before the expiration of the Agreement. Otherwise, Party B shall provide technical support be deemed to have given up the priority to lease; 9.2.4 Party B shall pay rent, property management fee, water and electricity fee on time and in quantity, and pay relevant taxes and fees to the state and local government by itself. Party B shall guarantee legal operation during the lease term, and shall not be in arrears with employees’ wages; otherwise, all liabilities arising therefrom shall be borne by Party B itself; 9.2.5 During the lease term, Party B shall reasonably utilize, actively maintain, and repair the Leased Unit and the equipment and facilities in the Leased Unit to ensure the overall safety and normal operation of the Leased Unit, and all expenses arising from the repair and maintenance shall be borne by Party B; 9.2.6 Party B shall bear the fire safety responsibility of the Leased Unit. Party B shall not store or information related allow others to Tencent Advertising Services store inflammable, explosive, toxic and other dangerous goods in the Leased Unit. If a fire accident occurs in the Leased Unit, unless the national fire safety department proves that the cause of the accident has nothing to do with Party B, all its responsibilities shall be borne by Party B; In case of property and personnel casualties of Party A or others, Party B shall bear all compensation responsibilities; 9.2.7 Party B shall accept and cooperate with the unified management of Party A and the property management company, and abide by the property management regulations, codes and relevant unified charging standards of the Building; 9.2.8 During the lease term, Party B shall insure its own property and personnel in the Leased Unit and go through the insurance formalities by itself. Party B shall be responsible for the safety of personnel and property in the Leased Unit, and shall be responsible for operation the safety of ancillary facilities, personnel and maintenance of articles in the Tencent platform systemLeased Unit. In order to improve Tencent Advertising Servicescase of loss or damage of articles, Party B and its affiliates injury or partners have death of people in the right to continuously adjust Tencent Platform Leased Unit, all the consequences and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A.B independently; 4.3 In order to protect 9.2.9 The procedures such as industrial and commercial procedures, and tax registration procedures, as well as the interest of the parties, licenses such as fire protection license or other business license required by Party B has the right to formulate a special process for handling any infringement complaintshall be handled by Party B itself, with which Party A and the Sub-Client expenses shall comply. If be borne by Party A B. The consequences and responsibilities caused by incomplete procedures or any Sub-Client is investigated licenses shall be borne by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has itself; 9.2.10 Without the right prior written consent of Party A, it is not allowed to submit use the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account name of Party A or the account Building or the name of 「Xiangjiang Financial Center」 and its related trade names and trademarks for social activities, publicity, commodity packaging, printing, advertising, making badges, etc., but it does not include the use of 「Xiangjiang Financial Center」 as the address of its business or commodity packaging; 9.2.11 Party B shall not destroy, damage or smear any part of the breaching Sub-ClientBuilding, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by decorations in public areas, stairs, elevators and escalators, and shall not smear, deface, post advertisements around the competent authority or is complained by a third party (including but not limited to users and right holdersLeased Unit, the same below)set up stalls, or if do other acts that hinder the overall cleanliness. Party A B shall promptly dispose of any packing, cartons, garbage or other obstacles of any Sub-Client violates kind or nature left or untreated in the laws or regulationspublic areas, so as not to affect the hygiene and cleanliness of the public areas; 9.2.12 Without Party A’s consent, Party B has can only register one business entity in the right to independently judge according to common sense and determine whether Party A has violated laws and regulationsLeased Unit. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or registers a business entity in the terms of this Agreement (including but not limited to delay in payment)Leased Unit, Party B has and the right business entity registered by Party B guarantee that they shall jointly perform all obligations of this Agreement; If Party B needs to unilaterally take one or more transfer Party B’s rights and obligations in this Agreement to the newly registered business entity, it shall issue copies of business license and tax registration certificate with official seal and issue a written notice to Party A on the establishment date of the following measures against newly registered business entity, and Party A:, Party B and the newly registered business entity can sign the rights and obligations transfer agreement only on the premise that Party B and its guarantor guarantee to bear joint and several guarantee liabilities for Party B’s newly registered business entity to fulfill all obligations under this Agreement; (1) Stopping presentation 9.2.13 Accept and abide by the management rules and regulations of allegedly illegal Advertising, whether or not the Advertising is already releasedBuilding.

Appears in 2 contracts

Samples: Supplementary Agreement to Lease Contract (Loha Co. Ltd.), Supplementary Agreement to Lease Contract (Loha Co. Ltd.)

Party B’s Rights and Obligations. 4.1 Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of receive relevant fees or compensation in accordance with this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B shall be responsible for the design, development, production, maintenance, and updates of the content of the “GoTone Phoenix Weekly”, “GoTone Phoenix Observer”, and “Phoenix Express”, and the foregoing multimedia message products shall contain contents that cover current affairs, finance, entertainments, sports, culture, science and technology, fashion, and military affairs. 4.3 Party B covenants that the foregoing multimedia message products will be sold to Party A exclusively, for which products Party B will only provide content support, and that Party B will not sell such multimedia message products to or in collaboration with any third party other than Party A. 4.4 Party B covenants that the multimedia message products and contents thereof sold, and the relevant information and services provided, to Party A by Party B will not violate any relevant laws or regulations of the state, the interests of Party A’s clients, or the intellectual property rights and/or other legitimate interests of any third party. 4.5 Party B covenants that the news contents provided to Party A by Party B are objective, real, legitimate and valid, are from source that complies with the relevant news censorship policies, and will not infringe on the intellectual property rights and/or other legitimate interests of any third party. 4.6 Party B shall assist Party A in providing consulting services to Party A’s clients and in handling and resolving their complaints. With respect to complaints arising out of causes attributable to Party B, it shall handle and resolve the same within forty-eight (48) hours. 4.7 Party B warrants that it has the relevant qualifications or authorization or permit required to provide internet news information services and that the news information services provided by Party B will be in compliance with the relevant regulations of the state. In case of any violation of law or regulation due to any defects in Party B’s qualifications, Party B shall be liable for the consequences and liabilities therefor. 4.8 Party B warrants that the content of the various activities conducted on the basis of the supporting resources provided by Party B will meet the relevant content censorship requirements of the state. In case of any violation of law or regulation due to due to any resources or contents provided by Party B, Party B shall be liable for the consequences and liabilities therefor. 4.9 Party B warrants that it has obtained the use right and other relevant rights to the relevant trademark of Phoenix Satellite TV and has the right to review the supporting documents and Advertising of sublicense to Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process use such trademark. 4.10 Party B shall be responsible for the handling any infringement complaintof all registration, filing, examination and approval procedures in connection with which Party A this Agreement and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedperformance hereunder.

Appears in 2 contracts

Samples: Cooperation Agreement (Phoenix New Media LTD), Cooperation Agreement (Phoenix New Media LTD)

Party B’s Rights and Obligations. 4.1 Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect 4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the related work so as to ensure the smooth cooperation between the parties. 4.3.2 Party B will provide to Party A an account which will timely return the visiting traffic data for Party A’s easy inquiry. 4.3.3 Party B warrants the accuracy of the income data of Baidu’s promotion calculated by the statistic interface. In the event of loss of data or other issue on account of Party B, Party B shall compensate Party A in accordance with the actual situation. 4.3.4 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B’s technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B’s services or products shall be borne by Party B. 4.3.5 Party B has the right to penalize any acts of Party A, in whatever form, carried out in contravention with Party B’s union cooperation policies. The penalties may include – the immediate suspension of Party A’s account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and violation of cooperation policies and any other legal causes. Party B shall have the final right to interpretation of this provision. 4.3.6 Party B retains the right to adjust or terminate some or all the public price of the services at any time according to its unilateral operation arrangementsservice and the service content, including but not limited to stopping adding or upgrading certain servicesreducing the service items, adjusting and raising or lowering the functions of certain services or integrating certain servicesprices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to decide whether to continue to use relevant services according to its own needs. 4.2 notify Party B has to terminate this Agreement in writing within 2 weeks upon receipt of the notification. Within 3 working days upon termination of this Agreement, Party B shall settle with Party A. Failure to exercise such termination right to review is deemed that Party A agrees the supporting documents and Advertising adjustment of Party A and Sub-Clients and decide whether B. 4.3.7 With respect to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the partiescooperation hereof, Party B has the right discretion to formulate a special process for handling any infringement complaintassign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B’s affiliates mean Party B’s parent companies at different levels as well as the companies, with which Party A and the Sub-Client shall comply. If Party A owned or any Sub-Client is investigated controlled, directly or indirectly, by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedB’s parent companies at different levels.

Appears in 2 contracts

Samples: Cooperation Agreement (Cheetah Mobile Inc.), Cooperation Agreement (Cheetah Mobile Inc.)

Party B’s Rights and Obligations. 4.1 11.1 As the lender hereunder, Party B shall provide technical support or information enjoy all the rights and interests as a lender and assume all the obligations, responsibilities and risks as a lender. 11.2 Party B shall conduct an independent review of the feasibility and legality of the project related to Tencent Advertising Services the Loan hereunder, and of the creditworthiness, repayment ability, and performance ability of Party A and/or the security provider, and shall be responsible for operation make an independent judgment and maintenance assume any risks that may arise from the failure of the Tencent platform system. In order to improve Tencent Advertising Servicesrecovery of the Loan on time and in full. 11.3 After the release of the Loan, Party B shall continuously supervise Party A’s utilization of the Loan and its affiliates or partners have pay close attention to Party A’s operating and financial condition and repayment ability, and shall promptly take appropriate measures upon the right occurrence of any event to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not Party A that may adversely affect the effectiveness realization of Party B’s creditor’s rights. Party B understands and agrees that Party C has no obligation in this respect. 11.4 Party B’s obligations to Party C hereunder shall not be affected by the failure of Party A to repay the principal or interest, nor by any breach of this Agreement. Contract or any violation of law, nor by the invalidity of the lender-borrower relationship hereunder. 11.5 Party B has the right to adjust or terminate some or all inspect and supervise Party A’s utilization of the services at Loan and to request Party A to provide Party A’s financial and accounting information as well as manufacturing and operating information and shall keep the above information confidential, unless otherwise provided by applicable laws, regulations or rules or otherwise required by competent authorities. 11.6 Upon the maturity of the Loan, Party B shall promptly demand payment, bring lawsuits against Party A and/or the security provider, apply for enforcement, declare creditor’s rights in bankruptcy proceedings, and/or take any time according to its unilateral operation arrangementsother remedies permitted by law, including but not limited to stopping or upgrading certain services, adjusting as the functions of certain services or integrating certain servicescase may be. Party A has C shall not be held liable in any way even though it is obligated to assist Party B in the right to decide whether to continue to use relevant services according to its own needsrecovery of the Loan. 4.2 11.7 Any instruction issued by Party B has to Party C shall be timely, clear, complete, consistent and in compliance with laws and this Contract, otherwise, Party C may refuse to follow such instruction. In the right to review the supporting documents case of such refusal, Party B shall be liable for any and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro formaall consequences arising therefrom. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne liable for any and all legal consequences arising from any act by Party A.C pursuant to instructions of Party B. 4.3 In order 11.8 Party B shall not request Party C to protect the interest of the partiesissue any deposit certificate with respect to any entrustment funds. Even if Party C issues a deposit certificate in any form with respect to any entrustment funds, Party B has the right shall not transfer, pledge or otherwise dispose of such deposit certificate and shall return it to formulate a special process for handling any infringement complaint, with which Party C prior to Party C’s release to Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainantLoan. Party B has the right shall not request Party C to deduct corresponding amount directly from the service provider account make any payment or hold Party C liable by invoking such deposit certificate. 11.9 Other rights and obligations of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedagreed herein.

Appears in 2 contracts

Samples: Loan Implementation Agreement (Hoku Scientific Inc), Loan Implementation Agreement (Tianwei New Energy Holdings Co., LTD)

Party B’s Rights and Obligations. 4.1 (1) Party B shall be responsible for the construction and maintenance of its own hardware and software, including without limitation all hardware equipment, system commissioning, connecting, maintenance, daily service management, market promotion and expenses. (2) Party B shall provide technical support or to subscribers of China Mobile contents and application services within the agreed scope. Party B shall ensure its information related to Tencent Advertising Services source legal, timely and reliable. Party B shall ensure its contents in compliance with state regulations, policies and orders, and shall bear all consequences arising from any violation thereof. (3) Party B shall provide a website at xxxx://xxx.000.xxx as the customized interface for subscribers to understand Party’s contents and services. Such interface shall include at least such basic functions of certification, addition, cancellation, modification and inquiry. Inquiry for an information tariff shall also be responsible provided at the webpage. Party B shall provide to subscribers a clear tariff which shall be stable, no shorter than six months. Party B shall keep business records of all subscribers for operation at least three months and maintenance keep for perpetuity the ordering record of subscribers, and also provide Party A with the Tencent platform connection point for business inquiry. (4) Party B shall take necessary measures to control invalid subscribers of Monternet and, to promote normal development of Monternet business, shall not knowingly send any information to such subscribers (5) If Party B’s system fails and such failure affect Party A’s communications system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have the right shall subject to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability adjustment which is aimed to restore stability of guarantee on the authenticity SMS services. Any dispute with subscribers arising therefrom shall be settled and legitimacy of Sub-Clients’ business qualifications and Advertising. All the any consequences resulting responsibilities and consequences from such dispute shall be borne by Party A.B. 4.3 In order (6) Party B shall not publish such irrelevant information as advertisement on the communications channel provided by Party B. Party B shall reinforce examination of SMS contents and restrict the number of group SMS (no more than two pieces each time) and number of SMS within a certain time (no more than 100 pieces within an hour); Party B shall take effective technology measures to protect prevent hacker attack, stealth of secrets, illegal use of webpage and other illegal activities that may jeopardize information security of Monternet. (7) During the interest term of the partiesthis Agreement, Party B has the right to formulate a special process for handling any infringement complaint, with which shall provide Party A with reports on the subscriber development, subscriber category, subscriber habit, business forecast and subscriber information necessary for the Sub-Client shall complyadministration of Party B’s services no later than the 5th of each month. If Party A or any Sub-Client Details of a monthly report is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the partiesdescribed in Attachment 1. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right owes confidential obligation to take corresponding measures according hereto, and such information pursuant to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A:Article 8. (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released8) Both parties shall jointly undertake marketing and promotion work.

Appears in 2 contracts

Samples: Cooperation Agreement (Netease Com Inc), Cooperation Agreement (Netease Com Inc)

Party B’s Rights and Obligations. 4.1 1) Party B shall try to expand the advertising market and identify advertising clients for Party A during the term hereof according to the principles of good faith and mutual benefit. 2) Party B shall provide technical support Party A with the power of attorney for advertising. 3) The quotation of Party B to any advertising client (including adverting space, sales mode, placement time and amount etc.) shall be subject to written consent or information related to Tencent Advertising Services approval of Party A, and shall be responsible not include any commitment on advertising placement effect. 4) Party B warrants that the advertising materials and relevant contents provided by it (except for operation user’s account picture and maintenance nickname resulted from the logic of the Tencent platform system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have social advertising product placed) will comply with the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all provisions of the services laws and regulations of the People’s Republic of China on advertising, the social public morals, the normative legal documents published by the administrations for industry and commercial at any time according to its unilateral operation arrangementsvarious places, and Party A’s advertising examination standards (including but not limited to stopping the Standards of Tencent for Information Security of Network Media Advertising), and warrants that relevant content will not infringe other’s legitimate rights or upgrading certain servicesinterests and is free of any elements that may infringe the rights or interests of Tencent (including but not limited to denigration of image, adjusting the functions of certain services or integrating certain services. horizontal competition, and marketing at Tencent’s platform by using Q-coins); 5) Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 examine the advertising materials and contents and the link page for publishing the advertisement provided by Party B (the materials and contents should be consistent with the contents on the link page), to avoid any content in violation of this agreement as much as possible. However, if any advertising material or content or any advertising page still has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce above violation after Party A’s examination, the legal liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences thus caused shall be borne by Party B, and irrelevant to Party A. 4.3 In order 6) Where Party B’s advertising breaches any provision of this agreement, is subject to protect the interest any investigation of the partiesrelevant authority for violation of law, or is complained by other party for infringement or product quality, Party B A has the right to formulate a special process for handling any infringement complaintimmediately stop providing advertising publishing service. The charges already paid will not be refunded, with which and Party A and B shall continue to pay the Sub-Client shall complycharges not paid. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third partyMeanwhile, Party B shall assume all legal and economic liabilities, and Party A is not required to assume any liability. Party B shall further compensate any loss suffered by Party A thereby. If the above circumstance occurs for three or more times, Party A has the right to submit the entity informationterminate cooperation with Party B and seek Party B’s liability for breach of agreement. 7) If any content examined and approved by Party A is blocked by Party B by relevant technical means in any area, contact information, relevant and thus causes any content inconsistent with such content approved by Party A to occur in part or whole of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third partyarea, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according heretoimmediately stop publishing the advertisement and suspend the cooperation with Party B for one year. 8) If Party B breaches any provision of the above Paragraphs 4) to 7), or if any negative media report is caused because Party B breaches any provision of this agreement and thus causes damage to Tencent’s reputation, in addition to any other liability for breach of agreement to be assumed by Party B hereunder, Party A further has the right to stop publishing relevant advertising, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. prohibit Party B from publishing any advertising at the network media platform of Tencent within 1 month. Moreover, during the quarter in which the breach exists, Party A has the right to deduct corresponding Party B’s agency rebate equivalent to the executed order amount directly from for the service provider account current day regarding the direct client of the violating advertising×90. Party B shall compensate Party A fully if the rebate is insufficient to deduct. 9) Where Party B receives any consumer’s complaint owing to placement of advertisement or advertisement content, but upon Party A’s final determination the account complaint is resolved fast and no adverse effect or loss is caused, in addition to other liability for breach of the breaching Sub-Clientagreement to be assumed by Party B, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense immediately stop publishing relevant advertisement. The placement will be resumed when Party B rectifies and determine whether passes Party A has violated laws and regulationsA’s examination (the time of publishing advertisement during the rectification period thus lost will not be made up). If Party B judges and determines that Party A breaches this provision for three or any Sub-Client has violated laws and regulations or less times during a natural quarter, 10% of the terms of this Agreement (including but not limited rebate regarding all the advertising execution amounts for the direct client relating to delay in payment), the breach shall be deducted for the quarter. If Party B has the right to unilaterally take one or breaches this provision for more than three times, 20% of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not rebate regarding all the Advertising is already releasedadvertising execution amounts for the direct client relating to the breach shall be deducted for the quarter.

Appears in 2 contracts

Samples: Advertising Agency Agreement, Advertising Agency Agreement (iClick Interactive Asia Group LTD)

Party B’s Rights and Obligations. 4.1 2.2.1 Party B is responsible for the marketing, promotion and media publicity with respect to the cooperative project. All of Party B’s external publicity shall be in compliance with all applicable laws and regulations of the PRC in relation to advertisement release. Party B shall be solely liable for any adverse effect incurred by illegal publicity by it. Party B shall provide technical support or information related prior notice to Tencent Advertising Services and shall be responsible for operation and maintenance Party A in writing regarding any description of content of the Tencent platform systemcooperation provided by Party B on any media (including on newspaper, radio, television, brochure, and webpage, etc.,). In order to improve Tencent Advertising ServicesShould Party A hold any objection towards such description, Party B and its affiliates or partners have A shall raise such objection within five (5) days (which time limit is subject to both Parties’ mutual decision in the right to continuously adjust Tencent Platform and its specific servicesevent of any urgent project) in writing. The adjustments If either Party raises any objection, the other Party should not provide any related description of names, functions and domain names content of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at business on any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. media. 2.2.2 Party A has the right to decide whether supervise Party B’s promotion activities upon the execution of this Contract. In the event that Party B’s illegal publicity causes any adverse social influence or economic losses to continue to use relevant services according to its own needs. 4.2 Party B A, Party A has the right to review the supporting documents and Advertising claim a penalty of RMB 100,000 in minimum from Party B. Party A is also entitled to terminate the cooperation, require the settlement, and Subremain the right of recourse to Party B’s legal liability. 2.2.3 During the cooperation period, Party B shall guarantee the product quality and service time, and provide stable and high-Clients quality products and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro formaservices. Party B does not make shall be solely liable for claims or disputes arising from the products and services, and compensate Party A for any warranty damages caused by such claims or covenant on disputes. 2.2.4 When proceeding with the supporting documents or Advertisingmarketing planning, nor represent any confirmation promotion and guarantee on media publicity related to the authenticity and legitimacy of the Advertising. In additioncooperative project, Party B’s review and approval will B shall not reduce advertise or promote Party A’s liability number resources and other SP number resources, and will note the charge as exclusive of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertisingbasic telecom costs. All the resulting responsibilities and consequences Party B shall be borne by solely liable for the result so caused, and Party A.A has the right to terminate the cooperation with Party B under this circumstance. 4.3 In order to protect 2.2.5 During the interest of cooperation between the partiesParties, Party B has the right responsibility to formulate a special process ensure the quality of and the duration of related service products, as well as the stability and high quality of the services provided by it to the customers. Party B shall be fully liable for handling any infringement complaint, with which dispute arising from the provision of service products. Party B is liable to indemnify Party A for any losses so incurred by it. 2.2.6 Unless subscribed by a cell phone user, Party B undertakes not to send any information to such cell phone user, including any other advertisement or publicity content. If the cell phone user therefore requires any refund or raise any other claim regarding it, Party B shall be responsible for the refunding and assume any other related liability. 2.2.7 The logging-in information of each user including, among others, the Sublogging-Client in time and IP, shall complybe kept for a minimum of no less than six months. 2.2.8 Without Party A’s consent, Party B shall not use the content of cooperation in any other form or on any website other than the cooperative one. If Party A or B makes any Sub-Client is investigated by the competent authority or is complained by a third party, or if above mentioned use without Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third partyA’s consent, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly the proceeds of Party B accrued from such cooperative project. 2.2.9 Party B shall ensure the stability of technical interface of the cooperative project. Party B shall be fully liable for any dispute (including without limitation sending SMS to those users who have cancelled the SMS services) and complaint (subject to the complaint standard for the project established by Party A based on the factors of appraisal by telecom operators on Party A, and according to the actual business volume of cooperative project) arising from the service provider account inquiry or cancellation of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated SMS services by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedcell phone users.

Appears in 2 contracts

Samples: Value Added Information Services Channel Cooperation Agreement (NetQin Mobile Inc.), Value Added Information Services Channel Cooperation Agreement (NetQin Mobile Inc.)

Party B’s Rights and Obligations. 4.1 1. During the Agency Period of Party A, Party B undertakes that it will maintain relevant qualification certificates with respect to platform operation of Xx0.xxx so as to ensure the legality of the platform. 2. During the Agency Period of Party A, Party B shall provide technical support or information related to Tencent Advertising Services ensure the normal operation of the server and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, timely provide Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific A with relevant technical services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. 3. Party B undertakes that it owns all the rights of its platform and has the right to adjust or terminate some or all conduct program docking and/or code modification with respect to the platform according to the actual needs of the services at Parties’ cooperation, and such right is not subject to restrictions by any time according third party. When necessary, Party B shall, upon Party A’s request, issue relevant written certificate/ authorization/statement etc. to its unilateral operation arrangementsParty A as evidence submitted to Party A’s customers. 4. If the Parties’ cooperation involves the docking between Xx0.xxx of Party B and Party A’s release platform or involves the development of advertising space, Party B shall facilitate in all aspects the docking, development and relevant testing arrangement of Party A, including but not limited to stopping or upgrading certain servicesreasonable code changes, adjusting requisite joint testing from time to time, and so on. 5. In addition to the functions necessary routine maintenance, during the Display Period provided in this Agreement, Party B shall ensure its Media Resources are able to provide continuous and stable display for the visits from whatever sources, and shall ensure the placement of certain services or integrating certain servicesParty A’s advertisement content is timely and effective (except for force majeure). 6. According to Paragraph 2 of Article III, if Party A has fails to achieve the right to decide whether to continue to use relevant services according to its own needs. 4.2 Quarterly Daily Average Guaranteed Traffic while Party B has achieved the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the partiesQuarterly Guaranteed Amount , Party B has the right is entitled to formulate a special process for handling any infringement complaint, with which terminate this Agreement by notifying Party A and in writing. After the Sub-Client shall comply. If Party A or any Sub-Client is investigated by termination due to the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third partyabove reason, Party A shall handle pay the complaint properly within 3 natural daysQuarterly Guaranteed Amount to Party B according to the provisions of the Agreement. OtherwiseParty B confirms that after Party A make payment of Quarterly Guaranteed Amount according to the provisions of the Agreement, Party B has will no longer claim other losses suffered by it due to the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest termination of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from agreement by Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.

Appears in 2 contracts

Samples: Advertising Agency Agreement (Ku6 Media Co., LTD), Advertising Agency Agreement (Ku6 Media Co., LTD)

Party B’s Rights and Obligations. 4.1 1. If Party B is a self-employed entity or a company, it must provide a copy of the three-in-one business license, a copy of the legal representative’s ID card, a copy of the account opening permit and a bank transfer account (original and photocopy, accompanied by a signature). If Party B is an individual, a copy of the ID card of the housekeeping service personnel, family information, resume, insurance and a copy of the insurance certificate must be provided to Party A. 2. Party B must abide by the “Code of Conduct for Home Service Workers”, strictly abide by the safety standard procedures, wear Party A’s uniforms, and assist Party A to promote service packages. 3. After Party B undertakes Party A’s housekeeping service business, it shall, according to Party A’s “e-home fast service” operation process, take orders, complete orders, accept customer reviews and rewards, and upload on-site service photos to Party A’s online system. Otherwise Party B will bear the risk that the service fee will not be settled. 4. Party A sends a single order to Party B. After receiving the order, Party B must first arrange the door-to-door service according to the requirements of Party A’s dispatch. The customer will identify the time and the door-to-door address. If the door-to-door service may not be provided, the feedback shall provide technical support be given to Party A within 2 hours after the order, otherwise Party B will be required to bear the cost according to the service time. 5. Party B’s service providers shall be polite and treat the customer with respect and identity Party A’s name to the customer. Place the service tools according to service requirements, ask for location and content of services, check the service area for damages, if there are any valuables and antiques, remind customers to place valuables properly, check damaged area together, not clean antique collectibles and not conduct outdoor work. After the service is completed, all tools shall be removed away properly. 6. Party B’s service providers shall not solicit customer privacy, shall refrain from taking customers’ belongings, accepting customers’ foods, criticizing Party A or information related Party B or commenting peers. 7. Party B’s service provider will be warned verbally at the first time when the customer files a compliant. It shall redo its work if needed. At the second time of being complained by a customer, the service provider will be warned in writing and redo the work if needed. At the third time of being complained, the service provider will be fined in an amount equal to Tencent Advertising Services the total service fee charged and it needs to redo the work if needed. 8. Party B shall be responsible for the employment process and labor insurance, medical insurance, commercial insurance, maternity insurance of all domestic service personnel of Party B. Party B is obliged to do an education and training on the standard operation and maintenance safe operation of Party B’s domestic workers. To protect the Tencent platform system. In order to improve Tencent Advertising Servicessafety of Party B and domestic employees, Party B shall purchase work injury (accident) insurance and employer liability insurance for its affiliates or partners have staff. In the right to continuously adjust Tencent Platform and its specific services. The adjustments course of nameswork, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B shall be responsible for the accidental casualties that occur during the course of the staff’s work (same as the individual). 9. During the term, Party B shall abide by Party A’s code of conducts and fee standards, and Party A will conduct verification and management through the system. If it is found that the customer is charged privately by Party B or Party B charges the customer for additional fees, and if the circumstances are serious, Party A has the right to adjust or terminate some or this Agreement and deduct all the fees of the services at any service order on the same day or require Party B to pay the corresponding liquidated damages. However, if the on-site service is not completed within the time according limit required by Party A, Party B shall be deemed to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting have defaulted on the functions of certain services or integrating certain servicesservice order business. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 request Party B to bear the economic losses of the service order business, and has the right to review the supporting documents and Advertising of request Party A and Sub-Clients and decide whether B to allow the presentation of Advertising according pay a penalty between XXX 00 to Tencent Platform Rules. This review is pro formaRMB1,000. 10. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, must equip Party B’s review domestic service personnel with smart phones, so that the housekeeping service personnel can receive orders, complete orders and approval will provide feedback using the mobile phone. 11. Party B may not reduce collect customer service fees in cash. All service fees must be paid to Party A’s liability of guarantee on the authenticity account through Party A’s WeChat payment and legitimacy of Sub-Clients’ business qualifications and AdvertisingAlipay. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the partiesFor violation, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content be fined in an amount twice of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly fee collected from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulationscustomer. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.

Appears in 2 contracts

Samples: Housekeeping Service Agreement (E-Home Household Service Holdings LTD), Housekeeping Service Agreement (E-Home Household Service Holdings LTD)

Party B’s Rights and Obligations. 4.1 (i) During the course of cooperation, where Party B shall provide technical support or A from time to time formulates and amends the provisions relating to the administration of various businesses, cooperation, credit score, customer service, examination and appraisal and information related service business specifications (for details, please refer to Tencent Advertising Services and the contents published in the management system of Party A) for the game business, these provisions shall be responsible for operation and maintenance of the Tencent platform system. In order supplemented as schedules attached to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has confirms and undertakes to provide the right game services as required above. (ii) Party B must provide Party A with the true and valid certificates and licenses, such as telecommunications and information service business license, telecommunications value-added business license, business license, etc., credit certificate, source of information, bank account and other materials in relation to adjust or terminate some or all the normal operations, and guarantee that the price charged for the information services it provides is in compliance with the relevant provisions of the services at any time according national pricing department. (iii) Party B must comply with the relevant national laws, regulations, decrees and policies in relation to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain telecommunications and internet information services. Party B guarantees that all content of the information provided is consistent with the relevant national laws, regulations and policies, and will not impair any third party’s legal interests and the public social interests. No illegal information will be disseminated through Party A’s system, in breach of which Party B shall assume all consequences arising therefrom. Party B must be responsible for screening of the content of information provided by customers (such as chat-room data) and eradicating all unhealthy and illegal information. For any complaints arising therefrom, Party B shall be responsible to handle such complaints and assume all economic and legal liabilities. If for this reason, Party A has suffers any economic losses or goodwill damages, it shall be entitled to seek indemnification from Party B. (iv) Party B must ensure that the right it provides a lawful game business, and possesses all necessary government permits, production and/or use permits and/or authorization to decide provide such business, the contents of which are originated from resource that are legal and non-infringing, and do not misappropriate the copyright of any third party without the owner’s consent or any other legal rights. Where any complaint, litigation or recourse is brought by any third party against Party A relating to Party B’s game business, Party A shall be entitled to temporarily suspend those businesses that involve disputes on infringement and refer such disputes to Party B. Party B must promptly contact the complaining party or take recourse on resolving the disputes, in addition to assuming all legal and economic liabilities. If for this reason, Party A suffers any economic losses or goodwill damages, it shall be entitled to seek indemnification from Party B. (v) During the course of cooperation, Party B shall not through various channels, without Party A’s prior written consent, use Party A’s mobile data application business, to associate with any third party whether to continue to use relevant services according to its own needsin a disguise manner at all business levels. 4.2 (vi) Party B has shall cooperate with Party A on the right testing of interface and ensure that services are provided in accordance with Party A’s business standards and interface technological specifications. (vii) Party B must clearly and unambiguously submit all materials in relation to review the supporting documents business it provides and Advertising of with this regard, assume all the economic and legal responsibilities. (viii) Party B must ensure that it will, on a daily basis log onto the management system designated by Party A to check various notices, announcements and other information published by Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro formapromptly take corresponding actions. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, shall be held liable for losses arising from Party B’s review and approval will not reduce failure to check the information published in the system. (ix) Under Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the partiessupervision, Party B has shall be entitled to determine whether to charge a fee for the right business it provides as well as the fee standard. The fee standard for a single game business shall not be higher than that is provided in Party A’s administrative measures regarding game business. (x) Party B shall observe Party A’s administrative measures regarding game business, standards and documents relating to formulate customer service, and accept Party A’s examination and supervision. Irrespective of the reason Party B decides to withdraw from providing game services (including mandatory withdrawal as a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third partyresult of appraisal fitness), Party B has shall have the right responsibility to submit provide a one-month withdrawal grace period, during which Party B shall continue providing services to the entity informationcustomers, contact informationand make an announcement, by sending short messages free of charge at a notable place in its website (WAP/WWW) or from other channels with influence and notify the registered customers that it will stop providing the game services. After the termination of cooperation, Party B shall actively cooperate with China Mobile to continue providing the relevant content customer services, and Party B shall remain obliged to assume all relevant liabilities arising from its own acts during the course of the cooperation. (xi) Party B shall ensure 7 x 24 hours accessibility to customer service and must establish a valid and non-obstructive complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or partychannel, so as to resolve any dispute timely as well as properly deal with various customer inquiries and protect complaints arising from business not related to the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperatenetwork communications problems. If Party A receives customer complaints in relation to the above, Party B shall be responsible to provide a preliminary response to Party A’s customer service department within two hours, and to find out the reason behind within one working day, before discontinuing disseminating the information that violates the laws and regulations. For customer complaints which both Party A and Party B may not able to provide a reasonable explanation, Party B shall be responsible to finally resolve the customer complaint in a proper way. (xii) Party B shall receive the information service fees paid by customers. If, any customer refuses to pay the information service fees or any Sub-Client if, Party A has to make a refund of the same amount to the customer, due to the standards of quality associated with Party B’s services or based on the grounds that such amount of information service fees is investigated higher than the standardized charged provided by the competent authority or is complained by a third partypricing department, Party A shall handle deduct the complaint properly within 3 natural days. Otherwisesame amount from the information service fees to be collected from Party B. If there is insufficient amount for such deduction, Party B shall make a payment to Party A of the insufficient portion. (xiii) Party B shall actively carry out marketing and customer promotion activities. The contents of Party B’s promotion and advertisements shall be marked with the brand “China Mobile Game” and UI standards in accordance with Party A’s requirements. (xiv) Party B assures that it has the right legal ownership of any cooperative products and other relevant contents provided to take corresponding measures according heretoParty A during the course of cooperation or the legal authorization to permit Party A to use such cooperative products and other relevant contents in accordance with this Agreement, and to advance assures that the cooperative products and other relevant contents do not infringe the legal interests of any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and the copyright, right holdersof reputation, the same belowright of portraiture, etc.), or if do not involve any copyright disputes, nor violate any laws and regulations, and give valid authorization for Party A to disseminate through the information network. (xv) If any third party files any litigation or applies for arbitration on the grounds that Party B has no disposal right in relation to any Sub-Client violates cooperative products or other relevant contents or that Party B has made a defective authorization, Party A shall be entitled to, depending on the laws situations, take the following remedial measures jointly or regulationsseverally. 1. Suspend the distribution of the distributable proceeds under this Agreement with Party B within the limit of claims made by the third party; 2. Require Party B to properly resolve the dispute at its own expense, and Party B shall, in accordance with Party A’s direction and at its own expense, apply to dispute resolution authorities as a third party to participate in the dispute resolution; 3. Partially and wholly terminate this Agreement. If Party A even after taking the above measures, cannot avoid losses from happening, then at Party A’s request, Party B has the right shall be obliged to independently judge according to common sense promptly and determine whether fully indemnify and hold harmless of Party A has violated laws and regulations. If Party B judges and determines that against all losses suffered by Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in paymentany prepayment made by Party A to Party B and/or all economic losses incurred during the course of business suspension, as well as reasonable legal fees, litigation or arbitration fees paid by Party A to resolve the disputes). (xvi) In the event that Party B has no qualifications for operating internet business, during the course of cooperation, Party B shall not provide the route to business use for customers through internet in any form (including but not limited to service order and service on demand). Party B shall not promote the cooperative business on websites that have not been granted the license for operation of telecommunications and information service business. If Party B breaches any of the above provisions during the course of cooperation, Party B shall be held responsible. (xvii) Party B shall be responsible for formulating a well-established internal management procedures and system, strengthening the administration of authority in relation to internal information dissemination functions, and ensuring that the contents of the business provided to Party A’s customers are in compliance with laws. Party B shall be responsible in conveying to its staff the national and the telecommunications authority’s laws and regulations on the use of internet; establishing and perfecting the archives of the users, strengthening the administration and education of the users; and perfecting the administrative measures on network security and confidentiality, failing which Party A shall be entitled to terminate the cooperation with Party B. (xviii) Party B shall be responsible for the security of its system and regularly examine the conditions of the security of its system. When carrying out the business, Party B shall not initiate any form of attack to the mobile network. For any attack that arises from Party B, Party A will notify Party B to make rectification within a time limit. If Party B fails to rectified as required in a timely manner, Party A shall have right to take appropriate measures to avoid deterioration of the security issue. For lawful benefits of the customers, Party A has the right right, at emergency, take the relevant measures without prior notice to unilaterally take one or more the customers. (xix) Party B shall actively cooperate with the national competent authority and China Mobile on pursuing issues on network security and to provide them with the relevant legal information. Party B undertakes that it will comply with the contents set out in the Undertaking Letter on Information Security Responsibility (as attached hereto), and ensure the security of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedinformation.

Appears in 2 contracts

Samples: Sp Cooperation Agreement (China Mobile Games & Entertainment Group LTD), Sp Cooperation Agreement (China Mobile Games & Entertainment Group LTD)

Party B’s Rights and Obligations. 4.1 5.1 Party B shall provide technical support promises that its agency business complies with the price policy, preferential policy and other policies that Party A issues and adjusts from time to time based on the market situation. Such limit and criterion shall not be violated while Party B conducts agency business. 5.2 Without Party A’s written consent, Party B shall not make any acknowledgement or warranty beyond the relevant policy stipulated and issued by Party A, nor shall it impose any obligation or jointly liability on Party A by any means. 5.3 While conducting agency business, Party B shall promote Party A’s business and service in a proper way and shall not mislead clients or make any misrepresentation, nor shall it make any offer beyond Party A’s offering sheet. 5.4 While conducting agency business, Party B shall protect Party A’s corporate image and abide by the State laws and regulations and all the business management rules and service management rules set by Party A. 5.5 Party B shall obey Party A’s instruction and management towards its business operation and strictly abide by relevant regulations established by Party A. Party B shall actively cooperate with Party A’s marketing campaigns. 5.6 Party B’s marketing campaigns must be approved by Party A beforehand and conducted after obtaining Party A’s written consent and completing certain procedures. Party A is entitled to supervise and inspect all of Party B’s relevant activities. Party B shall notify Party A the information and marketing business related to Tencent Advertising Services and the market where Party B conducts agency business. 5.7 Unless otherwise agreed by the Parties, Party B shall be responsible for operation and maintenance of collecting the Tencent platform system. In order to improve Tencent Advertising Services, overdue receivables from its clients. 5.8 Party B and its affiliates or partners have is entitled to ask Party A to pay the right commission fees according to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness terms of this Agreement. Party B has , and the right taxation related to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences such commission fees shall be borne by Party A.B. 4.3 In order 5.9 Party B shall duly fulfill its confidentiality obligation and take sufficient measures to protect the interest of the partiesclients’ information, which shall not be used in any form for other purposes not included in this Agreement. 5.10 Party B has shall abide by all the right to formulate a special process for handling any infringement complaint, with which regulatory requirements established by Party A and concerning the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of agency business under this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedAgreement.

Appears in 1 contract

Samples: Marketing Services Agency Agreement (Loyalty Alliance Enterprise Corp)

Party B’s Rights and Obligations. 4.1 1. Party B shall provide technical support Party A with true and reliable operation license for internet information services or operation license for telecom value-added services, credit certificate, business license, source of information related and bank account and other materials relating to Tencent Advertising Services the normal operation of business, and guarantee that the billing for such information services is in compliance with relevant provisions of the State pricing authority. 2. Party B shall ensure content compliance with regulations and the nine categories of illegal information listed in Information Source Networking Information Safety and Security Liability Statement (Exhibit 4). Party B shall be responsible for operation filtering the content (including the information edited by the user through Party A's network) of information provided by users, prohibiting any kinds of unhealthy and maintenance illegal information. 3. Party B shall provide Party A with its preliminary response within 2 hours of receiving customer complaints and verify the Tencent platform systemreasons for the problems underlying such complaints within one working day. 4. In order Party B shall verify the true identity of users and display calling number along with the SMS. Any information directly being sent to improve Tencent Advertising Servicesother users' Mobile phone only with anonymous and pet name will not be allowed (excluding the chatting business of fictitious community). 5. Party B shall strictly control the function of group SMS service and ensure a piece of SMS can be reached by at most 1-2 calling numbers. 6. During the term of this agreement, Party B shall not provide any third parties the same information services that it provides to Party A through any channels or any means; Party B must create a separate database for Party A's subscribers(135 -- 139) that is separate from that for the subscribers of any third parties. Further, Party B shall not provide any Monternet services to any third parties any time through any means (including chatting through SM, self-editing SM and sending SM through network). 7. Party B shall not publish advertisement or other non-relevant information on its affiliates or partners have website. Any supplement to Party B's business and application for business alteration shall be subject to Party A's review and approval, and shall be verified by Party A's billing examination. Party B shall timely deliver to Party A such business materials that require Party B's resolution. (As of the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness date of this Agreement, basic information provided by Party B are listed as Exhibit 3 hereto.) 8. Party B has shall provide Party A with reports on the right to adjust or terminate some or all customer development, customer category, customer habit, business forecast and subscriber information necessary for the administration of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain Party B's services, adjusting the functions and ensure timely upgrade of certain services or integrating certain servicesParty A's customer database. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, keep such information confidential in accordance with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.Article 7 "

Appears in 1 contract

Samples: Cooperation Agreement (Kongzhong Corp)

Party B’s Rights and Obligations. 4.1 1. Party B’s rights 1) Party B is entitled to renew this lease 3 months prior to the expiry date with written application, if Party A agrees to renew this lease, both Parties shall negotiate and sign a new lease. 2) During the lease period, Party B is entitled to use the premises and the public facilities in the building. 3) During the lease period, Party b is entitled to give reasonable suggestions and advices regarding the property management services, and if the property management company failed to handle them in time, Party B is entitled to file the complaints directly to Party A. 2. Party B’s Obligations 1) During the lease period, Party B shall provide technical support or information related properly use the premises and relevant facilities and equipment pursuant to Tencent Advertising Services and shall be responsible for operation and maintenance the provisions of the Tencent platform system. In order to improve Tencent Advertising Serviceslease, in the case of any damages, Party B shall compensate according to the prices. 2) Party B shall pay for rent, utilities, air conditioning fees, property management fees and its affiliates or partners have all other relevant charges on time every month. 3) Party B shall guarantee not to produce any noises and pollution, and fully comply with Shenzhen and National environmental regulations. 4) Party B accepts and cooperates with the right property management company in regarding to continuously adjust Tencent Platform the maintenance and its specific services. The adjustments repair of namesthe equipment and garden. 5) During the lease period, functions and domain names of Tencent Platform and its specific services will not affect with the effectiveness of this Agreementapproval by Party A, Party B shall renovate the premises. Party B has shall apply for approval from the right to adjust or terminate some or all property management company with the renovation plan before implementing it, Party B shall acquire the decoration clearance from management office, and during renovation, Party B shall strictly comply with the <Settled Manual>, <Second Installation Manual> and <Tenant Manual>. Party B shall not change the main building structure, the load-bearing structure and the purpose of the services at property, it shall not violate the provisions of the relevant laws and regulations for the People’s Republic of China and Shenzhen (including the provisions of environmental law and the fire departments). Party B shall also guarantee that the condition of the property is environmental friendly and fire safety approved, otherwise Party B shall bear all the consequences and costs, and Party B shall be held responsible for any time according losses caused for Party A. 6) If Party B wishes to its unilateral operation arrangementsincrease the electricity capacity of the property, Party B should file a written application to Party A, and the construction shall not be carried on without Party A’s consent. All costs and the electricity fees generated by this capacity increase should be fully liable by Party B. The capacity increase is solely from Party B’s demands, upon the expiry or termination of the lease, the relevant capacity increase will be repossessed by Party A, without Party A paying any compensation to Party B. 7) Party B shall not sub-let or sub-lend the premises to any third party without Party A’s written consent. 8) If the property is already furnished, then it should be handed over to Party B as it is. During the lease period, Party B is liable for all the charges to maintain or repair the property interior (including the furnished parts that already existed before the handover). 9) Upon the expiry or lawfully termination of the lease, Party B shall remove all the portable furniture and electrical appliance, all the fixed decorations will be left for Party A without any charges. The fixed decorations include: all the decoration works except the furniture and electrical appliances purchased by Party B that needs to be dismantled, including, but not limited to stopping or upgrading certain servicesthe following: a) The ceilings, adjusting walls, doors, windows, floors, lighting, signal coverage of the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needsfixed decoration should be reserved as it is. 4.2 Party B has b) The TV, telephone, sockets and network should be kept applicable after removing the right to review the supporting documents appliances, and Advertising of Party A proper safety protections should be taken. c) Fire equipments such as smoke sensors, fire alarms, broadcast, sprinkler heads and Sub-Clients fire extinguishers shall not be damaged or removed. d) Air conditioning system equipment and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does facilities such as air conditioning fan coil and new fans shall not make any warranty be damaged or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A.removed. 4.3 10) In order to protect ensure the interest fire safety of the partieswhole building, Party B has all the right to formulate a special process for handling any infringement complaint, with which Party A and fire safety of the Sub-Client second renovation shall comply. If Party A or any Sub-Client is investigated be carried out by the competent authority or is complained fire companies appointed by a third partyParty A. Xxxxxxx (York), or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according heretoTrane, and to advance any payment to resolve Carrier are the dispute recommended brands for air conditioning fan coil, and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party Joxxxxx (including but not limited to users and right holders, the same belowYork), or if Party A or any Sub-Client violates Honeywell and Siemens are the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedrecommended brands for air conditioning controller.

Appears in 1 contract

Samples: Lease Contract (China Internet Cafe Holdings Group, Inc.)

Party B’s Rights and Obligations. 4.1 10.1 As the lender hereunder, Party B shall provide technical support or information related to Tencent Advertising Services enjoy all the rights and interests as a lender and assume all the obligations, responsibilities and risks as a lender. 10.2 Party B shall conduct an independent review of the feasibility and legality of the project for which the Entrusted Loan is granted hereunder, and of the creditworthiness, repayment ability, and performance ability of Party A and/or the security provider, and shall be responsible for operation make an independent judgment and maintenance assume any risks that may arise from the failure to recover the Entrusted Loan on time and in full. 10.3 After a disbursement of the Tencent platform system. In order to improve Tencent Advertising ServicesEntrusted Loan, Party B shall continuously supervise Party A’s utilization of the Entrusted Loan proceeds and its affiliates or partners have the right pay close attention to continuously adjust Tencent Platform Party A’s operating and its specific services. The adjustments financial condition and solvency, and shall promptly take appropriate measures upon occurrence of names, functions and domain names of Tencent Platform and its specific services will not any event to Party A that may adversely affect the effectiveness realization of Party B’s creditor’s rights. Party B understands and agrees that Party C has no obligation in this respect. 10.4 Party B’s obligations to Party C hereunder shall not be affected by any failure of Party A to repay any principal or interest, nor by any breach of this Agreement. contract or any violation of law, nor by the invalidity of the lender-borrower relationship hereunder. 10.5 Party B has the right to adjust or terminate some or all inspect and supervise Party A’s utilization of the services at Entrusted Loan proceeds and to request Party A to provide Party A’s financial and accounting information as well as production and operation information and shall keep the above information confidential, unless otherwise provided by applicable laws, regulations or rules or otherwise required by competent authorities. 10.6 Upon maturity of the Entrusted Loan, Party B shall promptly conduct collection, bring lawsuits against Party A and/or the security provider, apply for enforcement, declare creditor’s rights in bankruptcy proceedings, and take any time according to its unilateral operation arrangementsother remedies permitted by law, including but not limited to stopping or upgrading certain services, adjusting as the functions of certain services or integrating certain servicescase may be. Party A has C shall not be held liable in any way even though it is obligated to assist Party B in the right to decide whether to continue to use relevant services according to its own needsrecovery of the Entrusted Loan. 4.2 10.7 Any instruction issued by Party B has to Party C shall be timely, clear, complete, consistent and compliant with laws and this contract, otherwise, Party C may refuse to follow such instruction. In the right to review the supporting documents case of such refusal, Party B shall be liable for any and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro formaall consequences arising therefrom. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne liable for any and all legal consequences arising from any act by Party A.C pursuant to instructions of Party B. 4.3 In order 10.8 Party B shall not request Party C to protect the interest of the partiesissue any deposit certificate with respect to any entrusted funds. Even if Party C issues a deposit certificate in any form with respect to any entrusted funds, Party B has the right shall not transfer, pledge or otherwise dispose of such deposit certificate, instead it shall return it to formulate a special process for handling any infringement complaint, with which Party C prior to Party C’s disbursement to Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainantEntrusted Loan. Party B has the right shall not request Party C to deduct corresponding amount directly from the service provider account of make any payment or hold Party A or the account of the breaching Sub-Client, or recover C liable by invoking such amount otherwise from Party A.deposit certificate. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, 10.9 Party B has the right to independently judge according to common sense shall have other rights and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedobligations agreed herein.

Appears in 1 contract

Samples: Entrusted Loan Contract (China Lodging Group, LTD)

Party B’s Rights and Obligations. 4.1 1) Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation undertake the building and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, Party B its own software and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangementshardware, including but not limited to stopping 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 xxx.xxxx.xxx 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 premium list. Party B shall provide explicit premium standards to users with the premium standard changing frequency not less than 6 months. That is to say, the premium standard of a service (new service or upgrading certain serviceschanged 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, adjusting keep the functions 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 certain services or integrating certain servicesMonternet 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 submit to the adjustment arrangement of Party A to the short-message traffic volume to ensure normal and stable short-message service, and settle any user complaint thus incurred at its own cost. 6) Party B shall not send ads 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-calling numbers (at most 2 each time) and 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 has shall keep the right to decide whether to continue to use relevant services confidentiality of such data according to its own needsArticle 8 hereto. 4.2 Party B has the right to review the supporting documents 8) The parties shall undertake joint marketing and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedpromotion.

Appears in 1 contract

Samples: Monternet Short Messaging Service Cooperation Agreement (Sohu Com Inc)

Party B’s Rights and Obligations. 4.1 1) Party B shall provide technical support or information related have the rights to Tencent Advertising Services drawdown and use the Loan during the Loan period for the usage under this Contract. 2) Party B shall be responsible for operation and maintenance repay the principal amount of the Tencent platform system. In order Loan and the interest accrued thereon pursuant to improve Tencent Advertising Services, this Contract. 3) Party B shall periodically or from time to time at the request of Party A, provide Party A with financial reports which shall truly reflect the operational and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments financial conditions of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B. 4) Party B has shall within the right to adjust or terminate some or all Loan period inform Party A and obtain its prior approval in respect of the services at any time according to its unilateral operation arrangements, major changes including but not limited to stopping transfer of shareholdings, restructuring, merger, split, re-organization of capital structure, joint venture, co-operation, association, lease contracting, business scope and change of registered capital, etc., at least 30 days prior to the change so as to enable Party B to ascertaining the repayment liability, effecting early repayment or upgrading certain services, adjusting the functions of certain services or integrating certain services. providing fresh guarantee to Party A. 5) Party B shall actively co-operate with Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review operation status and approval will not reduce payments from the Loan amount, understanding and monitoring of usage of the Loan and if Party B hinders these acts of Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences , expenses incurred in relation thereto shall be borne by Party A.B. 4.3 In order to protect the interest of the parties, 6) Party B has shall not, without Party A’s prior written approval, assign, directly or indirectly, the right to formulate a special process for handling any infringement complaint, with which rights and obligations of its debt liability. 7) Party B shall inform Party A by giving not less than 30 days prior written notice and obtain Party A’s prior written approval if it intends to, by assigning, leasing or putting up a guarantee for its debts unrelated to this Contract, dispose of its major assets and operation or significant part or the Sub-Client entire operation income. 8) Party B shall comply. If forthwith inform Party A or any Sub-Client is investigated by in writing on events which may cause serious and adverse impact to the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, ability of Party B has to perform its obligation to repay the right to submit the entity informationLoan, contact information, relevant content of the complaint and other necessary information of relevant parties (including such events include but not limited to namebeing involved in major economic disputes, telephone numbercessation of business, certificatessuspension of operation, being declared liquidation, dissolution, cancellation and suspension of business license and deterioration in financial condition, etc. 9) If the guarantor ceases business, it has suspended operation, is declared bankrupt and dissolved, its business license is cancelled or suspended or its operation sustains losses, part or all of its ability to such authority or partyperform its obligation in the guarantee is lost, so as to resolve any dispute timely and protect the legitimate rights and interests value of the parties. Party A and the Sub-Client shall cooperate. If Party A collateral, pledged asset or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwisepledged rights have diminished, Party B has the right shall put up a fresh guarantee acceptable to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if 10) Party B shall inform Party A or any Sub-Client violates the laws or regulationsin writing within 7 days of its changes of its corporate name, Party B has the right to independently judge according to common sense legal representative, project manager, address, telephone number and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedfax number.

Appears in 1 contract

Samples: Loan Contract (Sino Mercury Acquisition Corp.)

Party B’s Rights and Obligations. 4.1 18.2.1 Party B is entitled to use this rental unit within the lease term without being illegally disturbed by Party A or its representative under the precondition that Party B pays the rent according to provisions of this Contract and observes and performs all the provisions supposed to be observed and performed under this Contract; 18.2.2 Party B shall submit an application for renewal of the lease to Party A in writing [90] days in advance upon the date of expiry of lease term. After receiving Party B’s application, Party A will decide to renew the lease with Party B or not and determine the relevant conditions for renewal based on the actual circumstances then, and complete the signing of Lease Renewal Agreement 60 days before expiry of the lease term; if Party B does not submit the written application, it will be deemed that Party B waives this right. Han’s Plaza Office Towers 14 18.2.3 Party B shall strictly abide by all rules and management regulations related to the rental unit as formulated by Party A and Han’s Property at present or in the future on an irregular basis; such rules and regulations come into force after Party A or Han’s Property sends a written notice to Party B. 18.2.4 Party B shall not put any articles that may block or cause damage, danger or pollution or any toxic or radioactive articles to pipelines and lines used in the rental unit, including pipelines and lines used for water supply and drainage, natural gas, power supply, telecommunication and data processing; 18.2.5 Party B shall not damage, injure or stain the facilities of the Plaza as well as any parts of structures or decorations of areas of the Plaza stipulated in Party A or Tenant Manual as for public use; 18.2.6 Party B shall not set off firecrackers or burn any articles in any places of the rental unit or the Plaza; 18.2.7 Party B shall not bring or put any drugs, guns, dangerous articles, combustibles, explosives, hazardous articles, dangerous articles or disgusting articles in the Plaza or rental unit; 18.2.8 Party B shall not use the rental unit for any illegal or immoral purposes, or use them for any dangerous, hazardous, boisterous and disgusting business, or use the rental unit in a way that disgusts adjacent owners or tenants; 18.2.9 Party B shall not use the rental unit to convene public gathering, or use it as residence, or raise animals inside; 18.2.10 Party B shall not use the Plaza as well as its pipelines, lines or any other parts in an overloading way; 18.2.11 Party B shall clean the garbage to Party A’s designated place and trash bin on a daily basis, and keep the rental unit clean, tidy and orderly; 18.2.12 Party B shall not obstruct any roads, sidewalks or stairs in the Plaza or utilized by the Plaza, or adopt any behaviors that may obstruct others’ use of the roads, sidewalks or stairs; 18.2.13 Party B shall not park or handle goods beyond Party A’s designated parking area or goods handling area (if any); 18.2.14 Party B shall not clean vehicles in Party A’s designated parking area; 18.2.15 Party B shall use contractor approved and consented by Party A in advance when conducting any repair or decoration work for the rental unit, and supervise and ensure that this contractor abides by the provisions formulated by Party A concerning the repair or decoration works. If the repair or decoration works involve the Plaza’s fire safety facilities, air-conditioning system and telecommunication, Party B shall use a contractor with relevant construction qualification and recognized by Party A or Han’s Plaza; Han’s Plaza Office Towers 15 18.2.16 Party B shall not carry out any open profit-oriented training or allow any sales, auction, loan clearing upon close-down or similar selling activities in the rental unit; 18.2.17 Party B shall guarantee that the rental unit is only used for office work. Party B shall not utilize the rental unit to engage in the production and storage of goods or commodities, except a little quantity of goods or commodities displayed as samples and exhibitions that comply with the business operated by Party B; 18.2.18 Party B shall not transport furniture or other large articles to the rental unit within normal working hours. Party B shall not use passenger elevator for the purpose of handling at any time, or load articles beyond the elevator’s design load weight to any freight elevator or passenger elevator of the Plaza. 18.2.19 Party B shall not xxxx or allow others to xxxx or prepare food within the rental unit, or send or spread unusual smell or peculiar smell in the rental unit; 18.2.20 Party B shall take all necessary steps and measures to prevent the rental unit or any part of it from being harmed by termite, rat, cockroach or any other harmful insects or parasites; 18.2.21 Party B shall not solicit business and distribute any propaganda materials, notices or advertising matters in any other places outside the rental unit or within the Plaza via its personnel or agents or by allowing others to do so; 18.2.22 Party B shall not allow anyone to stay over night within the rental unit; 18.2.23 To ensure the safety of rental unit, Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation and maintenance Han’s Property with a list of the Tencent platform systememployees in charge of handling emergent affairs beyond office hours. In order to improve Tencent Advertising Servicescase of change in emergency contact, Party B and its affiliates shall timely inform Han’s Property; 18.2.24 Party B shall hand over the spare keys or partners access control card of the rental unit to Han’s Property. When a fire occurs, or other emergent or suspiciously emergent situation occurs, Han’s Property shall have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect enter the effectiveness rental unit for handling of this Agreement. situation using spare keys or access card card; 18.2.25 Party B has shall abide by and ensure that its employees, visitors, and contractors abide by the right to adjust relevant fire safety regulations and safety rules formulated by Party A, and provide enough portable fire extinguishers in the rental unit; 18.2.26 Party B shall not install unusual machinery equipment, or terminate some or all devices and machinery equipment beyond the capacity of the services at any time according to its unilateral operation arrangementscircuits and water drainage facilities of the rental unit in the rental unit or the Plaza, including but and shall not limited to stopping or upgrading certain services, adjusting install equipment with weight going beyond the functions of certain services or integrating certain services. ground bearing capacity (Party A has the right to decide whether to continue to use relevant services according to its own needsstipulate the maximum weight, installation positions and installation method of heavy objects); 18.2.27 Party B shall not change, convert or add the loads of water, electricity and central air-conditioning without Party A’s written consent. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub18.2.28 Han’s Plaza is a non-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro formasmoking building. Party B does not make any warranty shall guarantee to keep a smoke-free work environment in the rental unit or covenant on public areas. Party B shall guarantee that its employees and/or visitors abide by the supporting documents or Advertisingagreements reached in this paragraph. Party B agrees to assume joint and several liabilities for the behaviors of its employees and/or visitors in violation of agreements reached in this paragraph. Han’s Plaza Office Towers 16 18.2.29 Party B shall strictly abide by the internal security work rules and regulations in the Plaza, nor represent any confirmation take responsibility for the management of security work as well as internal employees and guarantee on the authenticity and legitimacy vehicles of the Advertisingrental unit. In additionParty B shall not utilize the rental unit to engage in various kinds of unlawful and illegal activities, and shall install and use technical protection facilities and equipment according to required specifications, and ensure that the technical protection and material protection facilities in the rental unit complete and effective. Furthermore, Party B shall provide its own basic conditions, including name of unit, registered address, legal representative, employees, nature of unit, scope of business, person in charge of the security work, and management measures for the precious articles in the unit, etc. 18.2.30 When a natural disaster or emergency occurs, Party B shall actively take remedial measures under the precondition that Party B’s review and approval will not reduce personal safety is assured. If Party A’s liability B fails to timely take measures to result in the expansion of guarantee on loss in the authenticity and legitimacy rental unit, the loss of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences expanded part shall be borne by Party A.B. 4.3 In order to protect 18.2.31 Party B shall be responsible for personal injuries or property losses caused in the interest of the partiesrental unit. Besides, Party B has the right hereby promises and agrees to formulate a special process for handling any infringement complaint, with which compensate Party A for expense requests, claims, lawsuits and the Sub-Client shall comply. If any legal procedures lodged by anyone against Party A or due to any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint aforesaid accidents, losses, damages or injuries, as well as all expenses and other necessary information of relevant parties (expenditures therefore incurred, including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedcounsel fee.

Appears in 1 contract

Samples: Office Building Rental Contract (CX Network Group, Inc.)

Party B’s Rights and Obligations. 4.1 Party B shall provide the technical support or information related and explanation relating to Tencent Social Advertising Services Service, and shall be responsible for the operation and maintenance of the Tencent platform systemPlatforms System. In order to To improve Tencent Social Advertising Services, Party B and its affiliates or partners have the right to continuously constantly adjust Tencent Platform Platforms and its specific services. The adjustments of names, functions and domain names Any adjustment of Tencent Platform Platforms and the name, function, or domain name of its specific services will shall not affect the effectiveness validity of this Agreementagreement. Party B has the right to adjust or terminate some its services in whole or all in part based on its arrangement of the services at any time according to its unilateral operation arrangementsoperation, including but not limited to stopping providing any specific service, upgrade of any specific service, adjustment of the function of any specific service, or upgrading certain services, adjusting the functions of certain services or integrating integrate certain services. However, Party B shall notify Party A has the right to decide whether to continue to use relevant services according to its own needsat least 30 natural days before such adjustment or termination. 4.2 Party B has the right to review examine the supporting documents qualification materials and Advertising Materials of Party A and Sub-Clients its Advertisers, and decide whether to allow the presentation permit placement of any Advertising Materials according to the Rules of Tencent Platform RulesPlatforms. This review The examination is pro forma. only a formal one, and does not represent that Party B does not make any warranty has the duty to confirm or covenant on warrant the supporting documents or Advertising, nor represent any confirmation truth and guarantee on the authenticity and legitimacy legality of the AdvertisingAdvertising Materials. In addition, Party B’s review and approval examination will not reduce Party A’s relieve the warranty liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and its Advertisers on the Sub-Client truth or legality of operation qualification and Advertising Materials, and all liabilities and consequences arising therefrom shall comply. If be assumed by Party A independently. 4.3 Where the Advertising Materials or any Sub-Client is the Promoted Objects are investigated by the any competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if there is any circumstance where Party A or any Sub-Client violates the laws or regulationsits Advertiser may violate laws, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement agreement (including but not limited to delay in overdue payment), Party B has the right to unilaterally determine whether Party A breaches laws, regulations or this agreement in its sole and independent judgment as an ordinary person. If Party B determines upon its judgment that Party A does breach, Party B has the right to take one or more several of the following measures against Party A: (1) Stopping presentation the placement of allegedly illegal Advertising, whether or not the Advertising Materials suspected of violation of laws; (2) Requesting Party A or its breaching Advertiser to revise the Advertising Materials until they meet relevant provisions, or to correct the breach; (3) Making all Advertising Materials submitted by Party A or the breaching Advertiser offline, such as rejection of account; (4) Restricting Party A or its breaching Advertiser from using Tencent Social Advertising Services, such as suspense of examination; (5) Imposing penalty on Party A, deducting Party A’s deposit, or withholding the balance of Service Provider’s Account of Party A or the breaching Advertiser’s account, and using such proceeds to compensate user’s loss or pay reasonable expense, including but not limited to compensating losses of Party B or the Traffic Provider (such as administrative penalty, right holder’s claim, user’s damages) incurred from any breach of Party A or its breaching Advertiser; (6) Suspending or terminating the preferential measures such as return of goods / rebate (whether accrued or not) and recovering the return of goods / rebate already made, and relevant expenses may be directly deducted from Service Provider’s Account of Party A (If the returned goods have been consumed, Party B has the right to directly deduct the cash amount equivalent to the value of such goods from Service Provider’s Account of Party A); (7) Withholding all the balances of Service Provider’s Account of Party A or the breaching Advertiser’s account as liquidated damages, without refund (Party A shall compensate additionally if the balances are insufficient to cover Party B’s loss); (8) Terminating the account and this agreement, requesting Party A to assume the liability for breach of agreement, and meanwhile prohibiting Party A from using Tencent’s Platforms again. When Party B takes any measures (including but not limited to suspense of service, deduction of expenses, or termination of agreement) according to this agreement, it will not be deemed in breach of this agreement. Any dispute or liability arising from taking measures by Party B against Party A or its Advertisers shall be borne by Party A solely. Party A shall be liable for any loss it suffers therefrom (including but not limited to clearing of any data, forfeit of any prepayment balance as liquidated damages to Party B), and shall be fully responsible for any loss Party B or others suffer therefrom. 4.4 If Party A or its Advertiser is already releasedinvestigated by any competent authority or complained by any third party, and Party A fails to resolve the dispute properly within 3 natural days, Party B has the right to advance the payment in its sole discretion to handle the dispute and compensation of loss and protect the legitimate right or interest of the complainer, in addition to taking other measures according to this agreement. Relevant payment may be deducted by Party B directly from Service Provider’s Account of Party A or the breaching Advertiser’s account, or recovered otherwise from Party A. 4.5 If Party A or its Advertiser is investigated by any competent authority or complained by any third party, or if Party A or its Advertiser complains any third party, Party B has the right to provide the competent authority or relevant parties with the name of entities and contact information of the parties to the dispute, relevant content of the complaint, and other necessary information (including but not limited to name, telephone number, certificates etc.) to promptly resolve the dispute and complaint and protect the legitimate right or interest of the parties. 4.6 Party B has the right to temporarily freeze any account not operated for certain period to protect the security of the Tencent Platform accounts of the clients (including Service Providers and direct Advertisers). If Party A needs to resume any frozen account, it needs to re-activate the account. 4.7 Party B may transfer its rights or obligations hereunder to its affiliates in whole or in part based on its business needs, provided that it must give 30-working-day written notice to Party A.

Appears in 1 contract

Samples: Advertising Placement Contract (iClick Interactive Asia Group LTD)

Party B’s Rights and Obligations. 4.1 5.1 Party B shall comply with the laws and regulations of the People’s Republic of China and City of Beijing and rules of Property Management Company of the Premises. Party B shall not (i) make noises or smells that may affect other residents; (ii) harass other residents; (iii) damage, spot, misuse or block the shared area or facilities; (iv) take the Premises for other function instead of office; (v) engage in gambling or other immoral, illegal, or improper activities in the Premises; (vi) place weapons, ammunition, illegal goods, inflammable goods, or any goods overload in the Premises or (vii) make structural alterations to the inside or outside of the Premises. 5.2 Party B shall make timely payment of rent to Party A, as well as other fees listed in Item 3.4 of the Contract. 5.3 Party B shall not cancel the lease arbitrarily during the valid term of the Contract, otherwise, Party A may have the right to pursue Party B’s liability for breach of the Contract. 5.4 Party B shall not sublease or transfer the lease without written consent from Party A. Otherwise, the sublease or transfer contract or activities shall be invalid to Party A, and Party A shall have the right to process the issue for breach of the Contract. 5.5 Party B shall keep good condition of the facilities and equipment of the Premises. In the event of any damage to the Premises due to Party B’s improper use, management, or maintenance, Party B shall assume the maintenance cost and compensation which occurs as a result thereof. 5.6 In the event of any fitment, decoration or change of the piping ore circuitry by Party B, it shall obtain a written consent from Party A and Property Management Company before, and Party B shall assume the costs by itself. Meanwhile, Party B shall provide technical support or information related a deposit to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform systemProperty Management Company. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have After the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at project completion without any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third partyimpact, Party A shall handle may coordinate with the complaint properly within 3 natural days. Otherwise, Property Management Company to return the deposit. 5.7 Party B has shall assume the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest maintenance fee of the complainant. facilities and equipment listed in The List of House Equipment and Facilities and purchased by itself. 5.8 Party B has shall assume the right to deduct corresponding amount directly from insurance for the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, property Party B has places within the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedPremises.

Appears in 1 contract

Samples: Lease Contract (Asiainfo-Linkage, Inc)

Party B’s Rights and Obligations. 4.1 1. Party B shall provide technical support Party A with true and reliable operation license for internet information services or operation license for telecom value-added services, credit certificate, business license, source of information and bank account and other materials relating to the normal operation of business, and guarantee that the billing for such information services is in compliance with relevant provisions of the State pricing authority. 2. Party B shall observe the State’s policies, regulations and orders related to Tencent Advertising Services telecom and Internet information. Party B shall ensure that the contents of the information it provides are not against policies, regulations and orders of China. Party A cannot make use of Party A’s system to send the nine kinds of illegal information listed in <Information source networking information safety and security liability statement>(Appendix 4). Party B shall be liable for filtrating the contents of information it provides to customers (including the contents customers edit through the internet of Party B) and preventing all kinds of unhealthy and illegal information. 3. Party B shall provide Party A with its preliminary response within 2 hours of receiving customer complaints and verify the reasons for the problems underlying such complaints within one working day. 4. Party B shall verify the true identity of users and display calling number along with the SMS. The SMS using the anonymous name or merely displaying pet name are prohibited to immediately send to other users’ mobile phone (except chatting operation of dummy community). 5. Party B shall strictly control the function of group SMS service and ensure a piece of SMS can be reached by at most 1-2 calling numbers. 6. During the term of this Agreement, Party B shall not interconnect the applying service of its mobile data with any third parties through any channels or any means; Party B must create a separate database for Party A’s subscribers (135-139) that is separate from that for the subscribers of any third parties. Further, Party B shall not provide any Monternet services to any third parties any time through any means. 7. During the term of this Agreement, Party B shall not publish advertisement or other non-relevant information on its website. Any supplement to Party B’s business and application for business alteration shall be subject to Party A’s review and approval, and shall be verified by Party A’s billing examination. Party B shall timely deliver to Party A such business materials that require Party B’s resolution. (As of the date of this Agreement, basic information provided by Party B is listed as Exhibit 3 hereto.) 8. During the term of this Agreement, Party B shall provide Party A with reports on the customer development, customer category, customer habit, business forecast and subscriber information necessary for the administration of Party B’s services, and ensure timely upgrade of Party A’s customer database. Party A shall keep such information confidential in accordance with Article 6 “Confidential Information.” Party B shall be responsible for operation and maintenance providing system to keep a log of the Tencent platform systemrequired information mentioned above and shall keep historical records for at least one month. 9. In order Party B shall ensure that customers are informed of the price, content and the manner through which its services are provided prior to improve Tencent Advertising Servicesthe delivery of its services. 10. Under the principle of customer’s free will, Party B shall obtain customer’s consent before providing its services and shall, according to subscribers’ customization requirements, provide subscribers with timely, quality and the correct quantity of information services. 11. Party B shall observe Party A’s measures with respect to the management of the Monternet services and standards of customer service and documentation; in addition, Party B shall be subject to Party A’s inspection and supervision. If, for whatever reason, Party B withdraws from Monternet service (including be obliged to withdraw in Party A’s check), Party B must provide a one-month grace period to continue its affiliates service and make a website announcement on its website (WWW / WAP) or partners have other channels to keep Party A’s subscribers informed. 12. Party B shall handle customer enquiries and complaints not resulting from network communication problems and establish effective channels for complaints that will be directed to Party A’s customer service center. Party B shall assume the right ultimate liability to continuously adjust Tencent Platform customers for such customer complaints for which neither Party A nor Party B can give a reasonable explanation. 13. Party B shall be liable for providing the listing of information fee collection about customer SMS information service to Party B. The listing form must be in line with the data form provided by Party A. 14. Party B shall be solely liable for tax payment on its profit. 15. Party B shall issue a formal invoice to Party A for such information service fees collected from Party A. 16. Party B shall actively engage itself in marketing and its specific servicescustomer promotion. The adjustments content of names, functions Party B’s promotion and domain names of Tencent Platform and its specific services will not affect advertisement materials shall include the “MONTERNET” brand as required by Party A. 17. Within 6 months after the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has shall not conduct the right to formulate a special process same or similar WAP services within Guangdong province for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.

Appears in 1 contract

Samples: Cooperation Agreement (Mtone Wireless Corp)

Party B’s Rights and Obligations. 4.1 1. Party B promises to complete the delivery of phone bills in accordance with Party A’s requirements on time, but if the delivery of phone bills fails due to Party A’s designated users not meeting the delivery constraints such as abnormal status, mutual exclusion of subscribed packages and other force majeure, Party B shall return the results of phone bills delivery to Party A immediately. 2. Party B shall provide Party A with technical documents and technical support or information related to Tencent Advertising Services necessary for business connection, and shall be responsible for operation cooperate with Party A in the corresponding development and maintenance of the Tencent platform systemtesting work. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have guarantees that the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services it provides will not affect the effectiveness normal and stable operation of Party A’s products. 3. Party B arranges special personnel to interface with Party A to ensure that Party A can confirm and verify business bills and inquire about the delivery of phone bills and Party A’s account balance. If Party A raises objection, Party B will be responsible for explaining and verifying the data in accordance with the agreement between the two parties on data verification. Party B undertakes to use the information of Party A’s designated users (including but not limited to user names, contact numbers, etc.) within the scope of this agreement and shall not provide any third party with the information of Party A’s designated users. 5. During the cooperation period, Party A shall not affect the operator or Party B’s brand image during the implementation of its marketing promotion plan; shall not violate the principles stipulated in this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according control Party A’s violation. 6. If Party B suffers losses due to its unilateral operation arrangementsParty A, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has shall bear full responsibility for compensation and Party B shall have the right to decide whether to continue to use relevant services according to its own needs. 4.2 deduct Party B’s losses from Party A’s advance payment on a priority basis; for any shortfall, Party B has reserves the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro formamake further recovery. 7. Party B does not make any warranty shall notify Party A in advance if it affects or covenant on may affect the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy users’ use of the Advertisinggeneral tariff service due to foreseeable reasons such as relevant network, equipment debugging and maintenance. 8. In additionParty B is obliged to cooperate with Party A to verify the arrival of phone bills within the month of phone bill recharge. According to the inquiry rules of the operator’s website, Party B’s review and approval will not reduce Party A’s liability A needs to make a request for verification of guarantee on arrival within the authenticity and legitimacy month of Sub-Clients’ business qualifications and Advertisingrecharge. All If the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect request is made at a time other than the interest month of the partiesrecharge, Party B has the right to formulate a special process for handling any infringement complaint, with which reject Party A and A’s request according to the Sub-Client shall complyoperator’s inquiry rules. 9. Party B is obliged to ensure that the platform will automatically retry once in case of order callback timeout or exception. If Party A the callback is not successfully received for a long time, please consult customer service or any Sub-Client is investigated by log in to the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content client within 6 hours of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Suborder occurrence for self-Client shall cooperatehelp inquiry. If Party A or any Sub-Client the order is investigated by the competent authority or is complained by a third partystill not clear, please confirm manually within 24 hours, and Party A shall handle be responsible for any loss caused by not confirming manually within the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedspecified time.

Appears in 1 contract

Samples: Mobile Advertisement Business Cooperation Agreement (Lemeng Holdings LTD)

Party B’s Rights and Obligations. 4.1 5.1 Party B shall provide technical support or information related only cooperate with Party A within the scope permitted by the relevant laws, regulations and policies of China. Meanwhile, the Parties undertake to Tencent Advertising Services strictly abide by the normative documents formulated by the Ministry of Industry and Information Technology and China United Network Communications Limited. 5.2 Party B shall be responsible for operation and maintenance of the Tencent platform system. In order providing services to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity , and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding and will take all possible and necessary measures according heretoto clean up, desensitize or otherwise dispose of relevant basic information and data. The data service provided by Party B to advance Party A does not involve the use and provision of any payment to resolve user information. 5.3 Party B is responsible for the dispute and compensate loss in its sole discretion to protect the legitimate right and interest stable operation of the complainant. precision marketing system platform and support for Party A’s business needs. 5.4 Party B has shall arrange special personnel to be responsible for providing technical support and customer service or carrying out other work in respect of the right to deduct corresponding amount directly from cooperative business. 5.5 Party B warrants that during the term of this Contract, if the service provider account of Party A or the account is interrupted due to adjustment, upgrading and expansion of the breaching Sub-Client, or recover such amount otherwise from system by Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below)B, or if the service is delayed, modified or suspended due to reasons attributable to the network, equipment or other factors, it shall notify Party A or any Sub-Client within 24 hours of awareness of such circumstances. 5.6 If Party A violates the relevant laws or and regulations, Party B has shall have the right to independently judge according to common sense terminate the cooperation and determine whether request Party A to bear all losses arising therefrom. 5.7 Party B shall not be held liable for any data error not caused due to reasons attributable to Party B. The data and information provided by Party B to Party A shall only be used as the reference for judgment of results by Party A, and Party B does not guarantee the accuracy, comprehensiveness, and decision-making supporting value of the contents of such data and information. Party B is not liable for the judgment made by Party A based on such data and information and its consequences. 5.8 After Party B has violated laws and regulations. fulfilled the obligations agreed herein, any loss arising from Party A’s subsequent actions shall be deemed as normal commercial risks, for which Party B will assume no liability. 5.9 If Party B judges and determines will enter the sensitive marketing period, it shall give a prior notice stating that Party A or any Sub-Client has violated laws and regulations the business marketing amount may be reduced or the terms service needs to be temporarily suspended. 5.10 If a series of this Agreement (including but not limited issues such as serious reaching rate, serious service complaints and legal issues occur due to delay in payment)Party A’s marketing services, Party B has shall have the right to unilaterally suspend the service or adjust the call and SMS display numbers or otherwise take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedrelevant measures.

Appears in 1 contract

Samples: Big Data Service Contract (YX Asset Recovery LTD)

Party B’s Rights and Obligations. 4.1 1. Party B shall provide technical support or information related warrant that it has legitimate eligibility to Tencent Advertising Services and shall be responsible for operation and maintenance operate relevant business contemplated hereunder. 2. With the authorization of the Tencent platform system. In order to improve Tencent Advertising Servicesloan applicant, Party B is responsible for providing Party A with information on the loan applicant as confirmed by both parties and its affiliates or partners have collect materials required by the right to continuously adjust Tencent Platform borrower. Party B shall ensure the completeness of such materials against the user’s statement and its specific servicesverification information ticked by Party A at the backstage system provided by Party B. 3. The adjustments materials of names, functions the loan applicant provided by Party B for Party A is based on his/her voluntarily completed information or obtained from a third party agency and domain names of Tencent Platform and its specific services Party B will not be liable for their authenticity. Party B may adjust the function and strategy of the backstage system provided for Party A and will inform Party A of such adjustment at the backstage system; if Party A does not accept such adjustment, it may advise Party B to terminate the business after such adjustment. 4. Party B will not participate in and affect the effectiveness approval of Party A. If the borrower fails to repay the loan to Party A on time or has any dispute with Party A with respect to business, it shall be resolved by Party A at its own risk and cost. Party B shall not use the resources provided by Party A under this Agreement for the purpose of engaging in activities other than business promotion, customer promotion or customer service quality control by taking advantage of providing service for Party A hereunder. 5. Party B’s quotation will be adjusted according to the actualities and it will, 14 days in advance, inform Party A of the adjusted price, if any; if Party A has no objection, the new price shall be based on such adjusted price; if Party A fails to give any feedback to the price adjustment within 5 working days after receipt of Party B’s notice, it shall be deemed that Party A agrees with such adjusted price; if both parties fail to reach an agreement on the price adjustment, either party may terminate this Agreement. 6. Party A agrees that Party B may use its name, trademark or logo for free for the purposes of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A use its products or any Sub-Client complains any third partyservices as examples and specify the designations, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Clienttrademarks, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by logos of both parties for the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms purpose of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedmarket promotion.

Appears in 1 contract

Samples: Information Service Cooperation Agreement (Jianpu Technology Inc.)

Party B’s Rights and Obligations. 4.1 Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. 8.1 Party B has the right to adjust or terminate some or all use the Leased Units within the lease term as long as it has paid the entire amount of rent (including property management fee) and other fees under this Contract, and performed the obligations under the Contract. 8.2 Party B has the right to use the public space and facilities of the Property in a reasonable manner and shall pay for any related expense. 8.3 Party B shall make timely payments for rents (including property management fee), electricity charges, phone charges, various deposits, and fees for services at Party A or the management company provides to Party B with Party B's consent. 8.4 Party B shall be responsible for keeping the interior of the Leased Units in good condition. 8.5 Party B shall timely notify Party A or the management company if the Leased Units are damaged in any time way. Party B shall take all necessary precautions to prevent the Leased Units from being damaged by storms or other natural disasters. 8.6 If Party B is responsible for any damage to the Leased Units, it shall have the units repaired according to the requirements of Party A or the management company within one month upon receiving notice from Party A or the management company. If Party B fails to have the units repaired according to the requirements, Party A or the management company has the right to enter the office space for maintenance and repair, and Party B shall be liable for the losses and fees resulting from its unilateral operation arrangementsnegligent conduct. 8.7 If the lease is terminated or canceled, including but not limited Party B shall return the Leased Units in good condition (except for reasonable wear and tear). If Party B refuses or fails to stopping or upgrading certain servicescomply with the aforesaid requirements, adjusting the functions of certain services or integrating certain services. then Party A has the right to decide whether deduct a sufficient amount (including property management fees) from the deposit and use that amount to continue to use relevant services according to complete the restoration, dismantling, removal and repair of its own needsaccord and to cover any losses suffered by Party A. Party A shall claim against Party B for the remaining costs if the deposits are not sufficient. 4.2 8.8 Party B has must comply with the right to review the supporting documents Lessee Manual and Advertising of all regulations stipulated by Party A or the management company and Sub-Clients related laws and decide whether regulations in China. 8.9 Party B shall not conduct or allow others to allow conduct any peddling activity in the presentation Leased Units. 8.10 Without written consent by Party A, Party B shall not install any lock or security system on the doors of Advertising according to Tencent Platform Rulesthe leased offices. This review If alteration is pro formaneeded, Party B shall apply in writing and may only proceed with the alteration upon receipt of written approval from Party A. 8.11 If Party B must decorate the units, Party B shall follow the application procedures in accordance with the Decoration Rules stipulated by the management company. 8.12 If Party B must redecorate the units, Party B shall reapply in accordance with the Decorations Rules and other procedures. 8.13 Without approval by Party A or the management company, Party B shall not erect any promotional material such as words, symbols or advertisements in any area outside the Property. Party B does not make any warranty or covenant on shall place its signs following the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account instructions of Party A or the account management company. Party A shall provide Party B with a signboard in the lobby, and Party B must apply in writing for any additional sign and/or rental lamp chest for advertisement. 8.14 Part B shall not alter the building structure or external look of the breaching Sub-ClientProperty; nor shall Party B block any window thereof. 8.15 Party B shall be responsible for any conduct by its employees, or recover such amount otherwise from Party A. 4.4 When visitors, construction workers, and decoration workers and shall be liable for any Advertising is investigated by the competent authority or is complained by a third party (including but not limited damage to users and right holders, the same below), or if Party A or any Sub-Client violates third party caused by the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more conduct of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedaforesaid persons.

Appears in 1 contract

Samples: Lease Agreement (China Finance Online Co. LTD)

Party B’s Rights and Obligations. 4.1 1. Party B shall provide technical support or information related to Tencent Advertising comply with Administrative Measures on Online Payment Services Provided by Non-Bank Payment Institutions, Administrative Measures on Bank Card Acquiring Business, among other requirements, and shall perform the services contemplated hereunder in accordance with laws. 2. Party B shall conduct prima facie examination only to a Payment Instruction, and no liability shall be responsible imposed upon Party B for operation and maintenance any failure of implementation or any implementation error of a Payment Instruction due to any reason not attributable to Party B. 3. Party B shall not be liable for its failure to implement or completely implement the Payment Instruction due to any of the Tencent platform system. In order following reasons; provided that Party B shall inform Party A of the operation status of Payment Instruction. (1) the Payment Instruction is unclear, unrecognizable in its code, incomplete or is delivered in a form other than that required by Party B; (2) the balance available of the designated client Alipay account or of Party A’s designated payment bank account is insufficient, or the amount to improve Tencent Advertising Servicesbe transferred exceeds the payment quota required by regulatory authority, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect bank; (3) the effectiveness of this Agreement. Party B has the right to adjust designated client Alipay account or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s designated payment bank account is frozen or blocked from transferring by operation of law; (4) the designated client Alipay account or Party A’s designated payment bank account is abnormal for unknown reasons; (5) Any other circumstances provided for in this Agreement. 4. No liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by imposed upon Party A. 4.3 In order to protect the interest of the partiesB, if Party B has the right is not able to formulate a special process perform its services normally for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party Areasons: (1) Stopping presentation Party B’s shutdown of allegedly illegal Advertisingsystem for maintenance or upgrade; (2) typhoon, whether earthquake, flood, thunderbolt, terrorist attack or not other force majeure; (3) breakdown of the Advertising is already releasedcommunication line or power supply circuit of Party B’s system; (4) virus, Trojan, malware attack, network congestion, unstable system, device or system breakdown, communication breakdown, power failure, bank’s reasons, defects in third-party’s services or act of government etc.. 5. Party B shall perform its anti-money laundering obligations in accordance with laws and regulations and regulatory requirements.

Appears in 1 contract

Samples: Collection and Payment Agency Service Agreement (Qudian Inc.)

Party B’s Rights and Obligations. 4.1 (I) Brand Use 1. Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for organize its operation and maintenance use in a uniform manner the “7 Days Inn” names, trademarks, logos and the items with such names and logos, consistent with the operational, managerial and technical standards of “7 Days Inn”. 2. Party B shall submit itself to the direction and supervision by 7 Days Inn (Shenzhen) Co., Ltd. with respect to the floor layout, exterior and inner and outer decoration and design of the Tencent platform systemhotel agreed upon by the parties to make the hotel structure and its inner and outer fitting-out and decoration consistent with the standards and requirements of 7 Days Inn (Shenzhen) Co., Ltd. 3. In order to improve Tencent Advertising Services, Party B shall not damage the reputation of Party A and its affiliates or partners other chain hotels, nor shall Party B interfere with the business of Party A and its other chain hotels. Party B shall proactively maintain the goodwill in “7 Days Inn”. Party B warrants that it shall not divulge to any third party the computer software, operation-related materials, management technology and any other Intellectual Property Rights relating to “7 Days Inn”, nor shall it assist any third party to imitate the “7 Days Inn” trademarks, business names and operational technology, otherwise Party A shall have the right to continuously adjust Tencent Platform and terminate this contract at its specific servicessole option. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect confidentiality obligations specified in this provision shall survive the effectiveness termination of this Agreementcontract. 4. Unless consented to or requested by Party A in writing, Party B shall not apply for a registration of any Intellectual Property Rights, or operate beyond the business scope as agreed by the parties, or incorporate any Intellectual Property Rights in Party B’s name or brand (if any). 5. Party B has the right shall not become or be deemed to adjust be an agent or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising representative of Party A and Sub-Clients and decide whether by entering into this contract, nor shall Party B, without Party A’s prior written consent, directly or indirectly create or cause any liabilities to allow the presentation of Advertising according to Tencent Platform Rules. This review which Party A is pro formabound by entering into any agreement or otherwise implicitly. 6. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne pay a royalty as agreed upon by Party A. 4.3 In order to protect the interest of the both parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.

Appears in 1 contract

Samples: Brand Use and Management Entrustment Contract (7 Days Group Holdings LTD)

Party B’s Rights and Obligations. 4.1 1. Party B shall provide technical support have the right to use the Leased Property, relevant facilities and equipment independently and correctly in accordance with this contract, and carry out business activities in accordance with the laws without interference from Party A or information any third party. 2. If Party B’s improper use, management or maintenance of the Leased Property causes any personal or other property damage, Party B shall settle the disputes caused thereby and bear the legal consequences thereof. 3. Any dereliction of duty, breach of contract or infringement by Party B’s staff, visitors and approved person in the process of using, managing or maintaining the Leased Property shall be deemed as Party B’s own behavior and Party B shall be liable for the corresponding consequences. 4. Party B shall pay rental, property management fee, service fee, deposit and other relevant fees to Party A in accordance with this contract. 5. During the term of this contract, Party B shall abide by all published rules and regulations related to Tencent Advertising Services property management, Party A may formulate or modify those rules and regulations at any time. 6. Party B shall keep the Leased Property clean and in good condition. Party B shall be responsible for operation the daily repair and maintenance of the Tencent platform systeminternal facilities as well as the related expenses. In order to improve Tencent Advertising ServicesMeanwhile, Party B shall maintain the sanitary and its affiliates or partners have safe conditions of public facilities and public areas. 7. If the right to continuously adjust Tencent Platform and its specific services. The adjustments area leased by Party B is more than 500 square meters, Party B shall be responsible for any damage of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness fire terminal equipment during the term of this Agreementcontract. 8. Party B has shall not change the right to adjust or terminate some or all original safety and security system of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Leased Property without Party A has the right to decide whether to continue to use relevant services according to its own needsA’s consent. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma9. Party B does shall not make conduct, permit or acquiesce to any warranty or covenant on activities in the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order Leased Property that may cause damage to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by other tenants/owners or make them psychologically adversely affected or interfere with the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint normal life and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account operation of Party A or other tenants/business. 10. Party B shall not pile or place boxes, furniture, garbage and other articles in the account hall, stairs, passageways and other public areas, and shall not block the passageway to ensure the passage. 11. Party B shall not change the structure of the breaching Sub-ClientLeased Property. 12. Party B shall not place any contraband, inflammable, explosive and other dangerous things or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by things that exceed the competent authority or is complained by a third party (including but not limited to users and right holders, load of the same below), or if floor in the Leased Property. Party A reserves the right to specify all safe load weight standards, limits, locations and methods for safe load distribution. 13. Party B shall not hang, post or any Sub-Client violates install advertisements, signs or write words or patterns on the exterior wall, roof, public area or inside the Leased Property without Party A’s consent. 14. Party B shall not transfers, sublets or subleases the Leased Property to other person without Party A’s consent. Party’s obligation shall not be relieved. 15. Party B shall comply with the provisions of the local authorities for fire safety, comprehensive control, safety and security, and submit to Party A’s supervision and inspection, and bear all responsibilities. 16. Party B shall abide by national laws and regulations, shall not engage in illegal business activities or regulationsother illegal activities, otherwise, Party B has shall bear all legal and economic responsibilities. 17. Party B shall strictly abide by the right provisions of the Property Management Convention of Zhongguancun Science and Technology Trade Center (Approval No. 1619) and Tenant Manual of Zhongguancun Internet Education Innovation Center approved by Beijing Residential Area Management Office. 18. Party B shall be obligated to independently judge according to common sense and determine whether Party A has violated laws and regulationsinsure production safety liability insurance. 19. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or an individual will establish a new company using the terms Leased Property as its registered address, the individual shall sign this contract first. Once the new company established, the lessee should be changed to the new company which should be completed with 60 days from the date of signing this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedcontract.

Appears in 1 contract

Samples: House Lease Contract (China Liberal Education Holdings LTD)

Party B’s Rights and Obligations. 4.1 7.1 Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform use the common areas and its specific services. The adjustments common facilities of names, functions the Premises and domain names of Tencent Platform the Building and its specific services will not affect assume the effectiveness corresponding liabilities and obligations in accordance with the provisions of this Agreement. Contract and the rules and regulations of the Building. 7.2 Party B has shall adopt necessary preventive measures as to prevent fire or any other damage occurring to the Premises. 7.3 In the event of any damage to the Premises due to Party B’s improper use, management or maintenance, Party B shall notify Party A or the Property Company timely and shall assume the maintenance cost and compensation which occurs as a result thereof. 7.4 Party B shall decide by itself on issues of insurance for the property Party B places within the Premises, or Party B may authorize the Property Company to handle such issues on its behalf. 7.5 Without prior approval from Party A, Party B may not transfer, sublease or otherwise let other people use all or any part of or share the Premises with other people. 7.6 Party B agrees that Party A may, within a reasonable time and subject to giving prior notice (or under urgent circumstances, without giving prior notice), enter the Premises for the purpose of inspection and examination of the status of the facilities originally installed within the Premises, or handling contingency issues. In case the facilities are damaged due to Party B’s fault, Party B shall repair promptly such damage according to Party A’s requirement and at its own cost, or Party A shall have the right to adjust or terminate some or all of carry out the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 repair for Party B has and the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences cost thereof shall be borne by Party A.B, or Party A shall deduct the cost from the security deposit. 4.3 In order to protect the interest of the parties7.7 Without Party A’s prior written approval, Party B has may not make any change to the right to formulate a special process for handling any infringement complaint, with which Party A and structure of the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third partyPremises, or if may not move or remove any fixtures in the Premises. Any modifications by Party A B should be based on the principle that such modifications shall not damage the monolithic structure and facilities of the Premises. 7.8 In the event of any damage to other people’s property or any Sub-Client complains any third partyinjury to individuals due to Party B’s improper use, management, or maintenance, of the Premises, Party B has shall solve by itself the right dispute arising therefrom and assume by itself the liability to submit the entity information, contact information, relevant content compensate such damage. 7.9 Upon expiration of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwiselease term, Party B has shall remove its own private property and self-installed equipment and articles out of the right to take corresponding measures according heretoPremises, and return the Premises in clean and good condition to advance Party A. Articles as a result of Party B’s decoration may remain to be owned by Party A, and Party A does not have to pay compensation for such decoration. In the event of any payment damage to resolve the dispute interior and compensate loss in its sole discretion to protect the legitimate right and interest outside of the complainant. Premises due to Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching SubB’s dismantlement, carrying-Clientaway, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulationsother modifications, Party B has shall be liable for the right repair and compensation of such damage. 7.10 Any act of negligence of duty, of default and of infringement on the part of Party B’s employees, visitors and other people permitted to independently judge according enter the Premises in connection with their management, maintenance and use of the Premises shall all be deemed as Party B’s act, and Party B shall be liable to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedtherefor.

Appears in 1 contract

Samples: Renewal Agreement for Lease (Asiainfo-Linkage, Inc)

Party B’s Rights and Obligations. 4.1 5.1 Party B must provide qualified vehicles, ensure the normal use of the vehicles, and provide safe and comfortable riding experience for Party A’s customers. During the provision of vehicle services, the vehicles and drivers provided by Party B shall strictly abide by the safety management regulations and service specifications developed by the Didi and Party A. In the event of any violation of regulations or traffic accidents caused by the violation of relevant regulations by Party B and the vehicles or drivers provided by Party B, Party B shall be liable for handling related matters (including reporting to traffic management departments, the settlement of insurance claims, etc.), and if the insurance compensation is insufficient to cover Party A’s losses, Party B shall make up the compensation. 5.2 Party B shall require the drivers to provide maintenance and repair for the vehicles in time; in case that the vehicle service is not available due to vehicles’ repair, maintenance, annual inspection or drivers’ leave, Party B shall provide technical support vehicles or drivers of the same condition for use by Party A. Otherwise Party A shall not pay the fees for the period of such nonuse. 5.3 Party B shall use its current resources to actively expand its customers and recruit drivers for the operation of the intercity carpool business. 5.4 Party B must maintain the confidentiality of all confidential information related to Tencent Advertising Services and of Party A, including business, company policies, lists of customers, schedules, etc. This term of confidentiality shall be responsible valid for one year from the expiration of this Agreement. 5.5 The oil costs and highway tolls incurred by the operation and maintenance of intercity carpool business (TMP) of the Tencent platform systemvehicles provided by Party B shall be borne by Party B. Driver or other personnel of Party B shall not charge passengers any fee in any form. In order to improve Tencent Advertising Servicesthe event of any dispute arising from the unauthorized collection of any fee from any passenger by any driver, Party B shall be liable for any and all losses and expenses incurred to Party A. 5.6 Party B guarantees that the vehicles and drivers it provides for the operation of carpool business (TMP) are in compliance with Chinese laws and regulations and the requirements of Party A and Didi, and have obtained applicable qualifications, licenses and other administrative permits. 5.7 Party B shall establish a legal and effective cooperative relationship with the drivers provided for Party A. In the event of any accident, personal injury or property damage incurred to any driver provided by Party B during his/her performance of contract, Party B shall be solely liable for related liabilities, compensation, medical treatment, comfort, etc. No labor relationship is created between Party A and the drivers provided by Party B, and Party A shall assume no legal liability therefor. 5.8 The drivers provided by Party B shall strictly abide by the relevant rules and regulations developed by Didi and Party A, and submit to the instructions and arrangements of Didi and Party A during their working period. 5.9 Party B is obliged to ensure that, the vehicles registered in the name of Sichuan Chuhu Automobile Leasing Co., Ltd. provided by it to Party A shall be no less than 30% of the vehicles sold by its affiliates or partners have sales team during the right to continuously adjust Tencent Platform and its specific services. The adjustments term of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. When marketing such vehicle services, Party B has shall explain relevant conditions and policies to customers of such vehicles as the right case may be. All work related to adjust or terminate some or all such batch of vehicles shall be the services at any time according to its unilateral operation arrangementsresponsibility of Party A, including but not limited to stopping or upgrading certain servicesto, adjusting the functions procurement, registration of certain services or integrating certain services. Party A has the right to decide whether to continue to use vehicles, payment of taxes, purchase of insurance, the acquisition of relevant services according to its own needscertificates of the vehicles and the drivers, the financing channels, and so on. 4.2 Party B has 5.10 In the right event of any dispute relating to review the supporting documents cancellation of vehicle service arising from dissatisfaction of customers due to false promises, false publicity and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, other reasons by Party B’s review salesman during the marketing process, Party B shall be liable for all losses incurred to Party A thereby. 5.11 In the event of any sales or contract dispute caused by Party B’s salesman, if the salesman is in service, Party B and approval will not reduce such salesman of Party B shall be liable for the settlement of such dispute and compensation, and bear the corresponding losses incurred to Party A’s liability of guarantee on ; if the authenticity salesman leaves office, the sales executive and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences Party B shall be borne by liable for the settlement of such dispute and compensation, and bear the corresponding losses incurred to Party A. 4.3 5.12 Party B’s sales team and Party B’s outsourced sales team shall not charge additional fees from customers in any form or for any reason. In order to protect the interest event of any dispute arising from the partiescharging of additional fees from customers by Party B’s sales team and Party B’s outsourced sales team, Party B has shall be liable for the right to formulate a special process for handling any infringement complaint, with which Party A settlement of such dispute and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according heretocompensation thereof, and bear the corresponding losses incurred to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.

Appears in 1 contract

Samples: Intercity Carpool Business Cooperation Agreement (Senmiao Technology LTD)

Party B’s Rights and Obligations. 4.1 Article 25 Party B hereby accepts the management rules formulated and amended by Party A, such as the Rules for Management of Cooperation in China Mobile Monternet and the Rules for Management of Cooperation in China Mobile All-network Interactive Voice Response Service, as well as the relevant management standards and requirements announced by Party A in its SXXX new business information management system, and undertakes to provide its services according to the relevant management rules and requirements announced in SXXX system. Article 26 To provide its services relating to all-network IVR, Party B must satisfy the following conditions: (1) It must have the business license, the bank account permit, the tax registration certificate and the certificate of license from the relevant information source; (2) It must comply with the administrative regulations regarding Internet information service such as the Administrative Measures on Internet Information Services (No.292 Decree of the State Council of the People's Republic of China), and the relevant regulations such as the Measures for Administration on Protection of International Networking of Computer Information Networks, the Regulations of the People's Republic of China for Protection of the Security of Computer Information Networks, the Measures for Administration on Secrecy of International Networking of Computer Information Networks and the Measures for Administration on the Network Security of China Mobile Net (CMNET); (3) If Party B directly provides the relevant services, it must submit an application to the Ministry of Industry and Information Technology for the inter-provincial information services business license, and file a copy thereof with Jiangsu Province Communication Bureau after it obtains the license. If Party B only provides the contents and does not directly provide the applications and services, it should also have the value-added telecom business license in principle. Article 27 Party B shall provide technical support ensure that the general information about its company's equity structure, business name and percentage of foreign capital is accurate. In case of any change to such information, Party B shall promptly notify Party A within 10 business days, and update it in Party A's designated information system. Party B must ensure that the percentage of foreign capital in its company does not exceed 50% as required by the government authority. Article 28 Party B shall compile, examine and edit all information provided by it hereunder, and ensure such information does not violate any national law, regulation or policy, and will not damage the public interest, and it owns the lawful intellectual property right and use right to all such information. Party B shall take real-time filtering measures for the information related and contents (particularly the politically sensitive words) provided by it hereunder, prevent others from using the homonym or diacritical forms of the illegal words to Tencent Advertising Services distribute illegal content, ensure the information sources flowing to Party A's network are safe and healthy. Party B must ensure all information and contents provided by it hereunder will not damage the corporate image of China Mobile, take certain filtering measures against the advertising contents of the business operated by any other telecommunication carrier directly competing with China Mobile, strictly control the contents involving "China Mobile" and prevent the publication of any adverse information. Article 29 Party B shall establish perfect internal management procedures and systems, strengthen the management of authority to transmit its internal information and the personnel management, and ensure that all contents provided to Party A's customers are lawful. Party B shall educate its employees on the regulations and rules issued by the state government and the telecommunication administrative authority regarding the use of Internet, establish and improve its archives of users, strengthen its user management and education, and improve its management measures for the network safety and secrecy. If Party B fails to do so, Party A may terminate the cooperation with Party B. Article 30 Party B shall be responsible for operation the security of its own system, and maintenance regularly inspect the security of the Tencent platform its system. In order to improve Tencent Advertising ServicesWhen operating its business, Party B and its affiliates or partners have must not attack the right to continuously adjust Tencent Platform and its specific services. The adjustments network of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain servicesChina Mobile by whatever means. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 may notify Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. deal with any attack from Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate within a special process for handling any infringement complaint, with which Party A and the Sub-Client shall complyprescribed period. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third partyB fails to timely deal with it as required, or if Party A or any Sub-Client complains any third party, Party B has the right may take appropriate measures to submit the entity information, contact information, relevant content avoid deterioration of the complaint and other necessary information event. In case of relevant parties (including but not limited any emergency, in order to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the partiescustomers, Party A may take appropriate measures without notice to Party B. Article 31 Party B shall actively cooperate with the competent authorities and Party A to track the network security events, and provide the relevant and valid materials. Party B hereby undertakes to comply with the Undertaking for the Responsibility of Information Security attached hereto, and ensure the security of all information. Article 32 Party B shall at its own costs construct and maintain its business system (including all hardware and equipment, system debugging, opening, maintenance of system and routine business management), and ensure the safe, reliable and stable running of its system. Party B shall ensure its communication is inter-operable with Party A's business network and gateway, and all costs incurred from application, lease and maintenance of the communication line shall be borne by Party B. Article 33 If Party B intends to make any material change of data or adjust its network, which would affect its business or require Party A's cooperation, it shall give a prior written notice to Party A, and shall not make such change or adjustment without Party A's written approval. If such change or adjustment affects or would affect the use of customers, Party B shall give a notice to the involved customers at least 72 hours in advance; if the effect on the customers will persist more than 24 hours or there is any effect on the use of customers with special needs, Party B shall also report it to the local communication administrative authority. Article 34 Party B shall regularly inspect the security of its system, take effective technical measures, block the technical loopholes regarding information security, prevent hacker attacks, password theft, illegal calls to pages, repeated calls to send commands, mass sending illegal content or any other illegal activity impairing information security. Party B shall establish prompt measures against emergencies, ensure the normal running of its business (particularly the security and service quality during certain special period), ensure 7X24 accessibility of its communication channels and maintenance staff, actively cooperate with the competent authorities and Party A to track the network security events, and provide the relevant materials, prevent network failure caused by any problem in its own network (such as hacker attack) which adversely affects the use of customers or cooperation between both Parties. Article 35 Party B shall not use the all-network IVR to provide any pure fee-collection service (i.e. to charge and collect the fee not based on the use of the network and the received service, but by the use of any other relevant service), or carry out any business cooperation in any form of alliance with any third party, content provider or individual website (including but not limited to SMS alliance, MMS alliance and WAP alliance) to collect the fees on their behalf (including free service). Party B shall operate its business and services in strict compliance with the scope of its business as declared, and shall not misappropriate its business code without authorization. Article 36 Party B shall not directly or indirectly engage in any inter-operator business (including domestic inter-operator business and cross-border international business). Party B must establish an independent database for Party A's customers, and such database shall not be mingled with any other customer database of any other operator. Party B shall forbid the customers of any other operator to send any information to Party A's customers by whatever means (including but not limited to SMS, Internet and voice). Article 37 Party B must obtain the consent of the customers before it provides any service (including paid service and free service) to the customers, and must not provide any service to or charge information fee from any customer without prior knowledge about the service or involuntarily receives the service. Prior to the acceptance of the service by the customers, Party B shall cause the customers to have full knowledge about its services (including price, form, use method, main content, method for cancellation and customer service). Article 38 The price of information fee shall be proposed by Party B (as the service provider) in principle, and such proposal shall become effective after it is reviewed and approved by Party A. Party B must ensure the price of its services is in compliance with the national pricing regulations (subject to the approval of the local pricing administrative authority), and shall not violate the relevant business management rules. Party B shall settle the price complaints from the competent administrative authority or the customers. The price of information fee may be adjusted from time to time (but not less than 6 months between two adjustments). Prior to the adjustment, Party B must notify the customers in advance and obtain the confirmation of the customers; if any customer does not give a response, it shall not be deemed that the customer has accepted the price adjustment. Article 39 Party B shall provide free service inquiry, cancellation and customer service instruction according to the standards set down by Party A, and explicitly indicate such information as service introduction, price of service fee, use method and customer service hotline in its service recommendation. For the system help and menu instructive information such as service recommendation, customer service information, customer accessing password and service tips sent to the customers, Party B shall not charge any information fee. Article 40 Party B shall ensure the reasonableness of its business logic during the course of service design, so as to minimize customer inquiries and complaints after the service is commercialized. Party B must take effective technical measures to identify each customer and show the customer's primary caller number or ID when the customer is sending information, initializing calls or playing a song/blessing on demand. With respect to the service involving anonymous chatting or virtual community, Party B shall not allow directly sending only anonymous information or nickname to the mobile phone of any other customer, and must confirm that the customer at the receiving end has signed up for this service, and Party B's relevant service terms and conditions shall clearly indicate that the customer voluntarily receives the anonymous information from the network. Article 41 When providing its services, Party B must establish a consumption mode with transparent price and informed consumption, and provide the customers with a convenient channel for inquiry of service fee. Party B shall provide a service fee inquiry mechanism in the customer service documentation and during the course of customer service. In its advertisements on the various media such as newspapers, TV, radio, websites and SMS, Party B must publish and display the details about the service fee involved in the advertisements. During the course of service fee inquiry or publication, Party B shall not use any ambiguous wording or fraudulent advertisement. All advertising activities of Party B must comply with the relevant national laws and regulations regarding release of advertisements. Party B shall ensure its advertising and marketing contents are true and complete, and shall be solely responsible for all liabilities arising from legal disputes due to its advertising activities. Party A is not responsible for such liabilities. Article 42 Party B may possess and use all customer data relating to its services, and shall provide Party A with the Subcustomer data and business analysis materials (including developments, classification and habits of the customers, and business prediction) upon request of Party A, and shall update Party A's customer database on a real-Client time basis. Additionally, Party B shall cooperate. keep confidentiality of all customer data, as well as the information provided by Party A such as specifications, customer's number segment and scope of active customers. Article 43 Party B shall not use any product of any Party A's competitor as the prize in any promotional activity, or participate in any activity with the name of any Party A's competitor or with any prize provided by such competitor. Article 44 If Party A or B has established any Sub-Client is investigated by the competent authority or is complained by a business cooperation with any third party, Party A B shall handle supervise and manage the complaint properly within 3 natural days. Otherwisepromotion, content, quality, logic and customer service of the business carried out by the third party, and shall be fully responsible for all consequences resulting from the activities of the third party. Article 45 Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account be informed of Party A or A's internal resources which would affect the account development of IVR business, excluding the breaching Sub-Clientinformation about network structure, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users network upgrade and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense renovation and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against network failure which contains Party A: (1) Stopping presentation of allegedly illegal Advertising, whether 's trade secrets or not the Advertising is already releasedviolates any national law or regulation.

Appears in 1 contract

Samples: Cooperative Agreement (Kongzhong Corp)

Party B’s Rights and Obligations. 4.1 (i) During the course of cooperation, where Party B shall provide technical support or A from time to time formulates and amends the provisions relating to the administration of various businesses, cooperation, credit score, customer service, examination and appraisal and information related service business specifications (for details, please refer to Tencent Advertising Services and the contents published in the management system of Party A) for the game business, these provisions shall be responsible for operation and maintenance of the Tencent platform system. In order supplemented as schedules attached to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has confirms and undertakes to provide the right game services as required above. (ii) Party B undertakes that it possesses all qualifications necessary to adjust or terminate some or all perform this Agreement. Party B shall be responsible for matter that arises from its qualification, and indemnify Party A against any losses incurred thereby. Party B must provide Party A with true and valid certificates and licenses, such as business license, organization code certificate, tax registration certificate, bank account opening permit, etc., credit certificate, source of information, bank account and other materials in relation to the normal operations, and guarantee that the price charged for the information services it provides is in compliance with the relevant provisions of the services at any time according national pricing department. If Party B provides online game business, it must also provide the true and valid licenses, such as the telecommunications value-added business license and the telecommunications and information service business license. Party B shall be liable for all losses incurred by Party A due to its unilateral operation arrangementsthe validity of the aforementioned materials. (iii) Party B must comply with the relevant national laws, including but not limited regulations, decrees and policies in relation to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain telecommunications and internet information services. Party B guarantees that all content of the information provided is consistent with the relevant national laws, regulations and policies, and will not impair any third party’s legal interests and the public social interests. No illegal information will be disseminated through Party A’s system, in breach of which Party B shall assume all consequences arising therefrom. Party B must be responsible for screening of the content of information provided by customers (such as chat-room data) and eradicating all unhealthy and illegal information. For any complaints arising therefrom, Party B shall be responsible to handle such complaints and assume all economic and legal liabilities. If for this reason, Party A has suffers any economic losses or goodwill damages, it shall be entitled to seek indemnification from Party B. (iv) Party B must ensure that the right it provides a lawful game business, and possesses all necessary government permits, production and/or use permits and/or authorization to decide provide such business, the contents of which are originated from resource that are legal and non-infringing, and do not misappropriate the copyright of any third party without the owner’s consent or any other legal rights. Where any complaint, litigation or recourse is brought by any third party against Party A relating to Party B’s game business, Party A shall be entitled to temporarily suspend those businesses that involve disputes on infringement and refer such disputes to Party B. Party B must promptly contact the complaining party or take recourse on resolving the disputes, in addition to assuming all legal and economic liabilities. If for this reason, Party A suffers any economic losses or goodwill damages, it shall be entitled to seek indemnification from Party B. (v) During the course of cooperation, Party B shall not through various channels, without Party A’s prior written consent, use Party A’s mobile data application business, to associate with any third party whether to continue to use relevant services according to its own needsin a disguise manner at all business levels. 4.2 (vi) Party B has shall cooperate with Party A on the right testing of interface and ensure that services are provided in accordance with Party A’s business standards and interface technological specifications. (vii) Party B must clearly and unambiguously submit all materials in relation to review the supporting documents business it provides and Advertising of with this regard, assume all the economic and legal responsibilities. (viii) Party B must ensure that it will, on a daily basis log onto the management system designated by Party A to check various notices, announcements and other information published by Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro formapromptly take corresponding actions. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, shall be held liable for losses arising from Party B’s review and approval will not reduce failure to check the information published in the system. (ix) Under Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the partiessupervision, Party B has shall be entitled to determine whether to charge a fee for the right business it provides as well as the fee standard. The fee standard for a single game business shall not be higher than that is provided in Party A’s administrative measures regarding game business. (x) Party B shall observe Party A’s administrative measures regarding game business, standards and documents relating to formulate customer service, and accept Party A’s examination and supervision. Irrespective of the reason Party B decides to withdraw from providing game services (including mandatory withdrawal as a special process for handling any infringement complaintresult of appraisal fitness), with Party B shall have the responsibility to provide a one-month withdrawal grace period, during which Party A B shall continue providing services to the customers, and make an announcement, by sending short messages free of charge at a notable place in its website (WAP/WWW) or from other channels with influence and notify the Subregistered customers that it will stop providing the game services. After the termination of cooperation, Party B shall actively cooperate with China Mobile to continue providing the relevant customer services, and Party B shall remain obliged to assume all relevant liabilities arising from its own acts during the course of cooperation. (xi) Party B shall ensure 7 x 24 hours accessibility to customer service and must establish a valid and non-Client shall complyobstructive complaint channel, so as to resolve as well as properly deal with various customer inquiries and complaints arising from business not related to the network communications problems. If Party A or any Sub-Client is investigated by receives customer complaints in relation to the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third partyabove, Party B shall be responsible to provide a preliminary response to Party A’s customer service department within two hours, and to find out the reason behind within one working day, before discontinuing disseminating the information that violates the laws and regulations. For customer complaints which both Party A and Party B may not able to provide a reasonable explanation, Party B shall be responsible to finally resolve the customer complaint in a proper way. (xii) Party B shall receive the information service fees paid by customers. If, any customer refuses to pay the information service fees or if, Party A has the right to submit the entity information, contact information, relevant content make a refund of the complaint same amount to the customer, due to the standards of quality associated with Party B’s services or based on the grounds that such amount of information service fees is higher than the standardized charged provided by the pricing department, Party A shall deduct the same amount from the information service fees to be collected from Party B. If there is insufficient amount for such deduction, Party B shall make a payment to Party A of the insufficient portion. (xiii) Party B shall, under Party A’s permission and other necessary information its uniform arrangements, actively carry out marketing and customer promotion activities. The contents of relevant parties Party B’s promotion and advertisements shall be marked with the brand “China Mobile Game” and UI standards in accordance with Party A’s requirements. Party B shall be liable for all the losses (including but not limited to namejudiciary and administrative penalties, telephone numbercivil compensations, certificatesetc.) incurred by Party A due to its unauthorized marketing and customer promotion activities without Party A’s permission. (xiv) Party B assures that it has the legal ownership of any cooperative products and other relevant contents provided to Party A during the course of cooperation or the legal authorization to permit Party A to use such authority or partycooperative products and other relevant contents in accordance with this Agreement, so as to resolve any dispute timely and protect assures that the legitimate rights cooperative products and other relevant contents do not infringe the legal interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and the copyright, right holdersof reputation, the same belowright of portraiture, etc.), or if do not involve any copyright disputes, nor violate any laws and regulations, and give valid authorization for Party A to disseminate through the information network. (xv) If any third party files any litigation or applies for arbitration on the grounds that Party B has no disposal right in relation to any Sub-Client violates cooperative products or other relevant contents or that Party B has made a defective authorization, Party A shall be entitled to, depending on the laws situations, take the following remedial measures jointly or regulationsseverally. 1. Suspend the distribution of the distributable proceeds under this Agreement with Party B within the limit of claims made by the third party; 2. Require Party B to properly resolve the dispute at its own expense, and Party B shall, in accordance with Party A’s direction and at its own expense, apply to dispute resolution authorities as a third party to participate in the dispute resolution; 3. Partially and wholly terminate this Agreement. If Party A even after taking the above measures, cannot avoid losses from happening, then at Party A’s request, Party B has the right shall be obliged to independently judge according to common sense promptly and determine whether fully indemnify and hold harmless of Party A has violated laws and regulations. If Party B judges and determines that against all losses suffered by Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in paymentany prepayment made by Party A to Party B and/or all economic losses incurred during the course of business suspension, as well as reasonable legal fees, litigation or arbitration fees paid by Party A to resolve the disputes). (xvi) In the event that Party B has no qualifications for operating internet business, during the course of cooperation, Party B shall not provide the route to business use for customers through internet in any form (including but not limited to service order and service on demand). Party B shall not promote the cooperative business on websites that have not been granted the license for operation of telecommunications and information service business. If Party B breaches any of the above provisions during the course of cooperation, Party B shall be held responsible. (xvii) Party B shall be responsible for formulating a well-established internal management procedures and system, strengthening the administration of authority in relation to internal information dissemination functions, and ensuring that the contents of the business provided to Party A’s customers are in compliance with laws. Party B shall be responsible in conveying to its staff the national and the telecommunications authority’s laws and regulations on the use of internet; establishing and perfecting the archives of the users, strengthening the administration and education of the users; and perfecting the administrative measures on network security and confidentiality, failing which Party A shall be entitled to terminate the cooperation with Party B. (xviii) Party B shall be responsible for the security of its system and regularly examine the conditions of the security of its system. When carrying out the business, Party B shall not initiate any form of attack to the mobile network. For any attack that arises from Party B, Party A will notify Party B to make rectification within a time limit. If Party B fails to rectified as required in a timely manner, Party A shall have right to take appropriate measures to avoid deterioration of the security issue. For lawful benefits of the customers, Party A has the right right, at emergency, take the relevant measures without prior notice to unilaterally take one the customers. (xix) Party B shall actively cooperate with the national competent authority and China Mobile on pursuing issues on network security and to provide them with the relevant legal information. Party B undertakes that it will comply with the provisions set out in the Undertaking Letter on Information Security Responsibility (as attached hereto), and will not engage in any activities that jeopardizes the national security, or more involve pornography and superstitious elements, or violate the laws and regulations during the course of cooperation, so as to ensure information security. Party B shall be liable for the economic losses suffered by Party A or the negative impact caused to Party A due to the provision of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedabove information.

Appears in 1 contract

Samples: Cooperation Agreement (China Mobile Games & Entertainment Group LTD)

Party B’s Rights and Obligations. 4.1 6.1 Party B shall provide technical support strictly abide by relevant national laws, regulations and industrial codes and do business legally; 6.2 Where Party B organizes medium or information related to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Serviceslarge cycling activities, Party B may apply to Party A for in-kind sponsorship through submitting materials required; Party A may, based on the scale of activity, decide whether to grant the corresponding sponsorship and its affiliates confirm the quantity of the in-kind sponsor; 6.3 Where Party B accepts the Purchase Order of group purchasing (one buyer purchases more than 10 single products in one time), the sales price shall be no lower than 20% discount price of the standard retailing price issued at Party A’s official website (xxxx://xxxxxxxxxx.x0xxx.xxxxxxxxx.xx) and Party B shall not publicly disclose the sales price; 6.4 Party B, in addition to the group purchasing business specified in Article 6.3 hereof, is not allowed to deal with wholesales or partners have develop network dealers; 6.5 Party B shall submit all the right publicity data related to continuously adjust Tencent Platform Party A’s products as printed by Party B to Party A for audit and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will Party B can not affect the effectiveness of this Agreementprint all these data without Party A’s written agreement. Party B has shall bear the right to adjust or terminate some or all fees of the services at any time according publicity data above which shall never violate laws and regulations. In case of selling products or making publicity, Party B is not allowed to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting use the functions of certain services or integrating certain services. intellectual properties legally owned by Party A has or any third party without the right to decide whether to continue to use consent of Party A or relevant services according to its own needs. 4.2 obligee. Should Party B has breaches this term, Party A shall be entitled to cancel relevant discounts and awards granted to Party B; if the right breach is serious, Party A shall be entitled to review investigate Party B’s breach liabilities; 6.6 Party B shall maintain the supporting documents image and Advertising good reputation of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the AdvertisingA’s products consciously. In additioncourse of selling the products regulated herein, Party B’s review and approval will not reduce Party A’s liability , without the permission of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A or relevant obligee, is not allowed to use any intellectual properties and the Sub-Client shall comply. If product designs lawfully owned by Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same belowcopyright), or if such as patent, trademark, copyright and domain name; otherwise, Party A is entitled to terminate this Contract unilaterally and claim all the losses incurred (if any). 6.7 Where Party B finds counterfeited products or any Sub-Client violates other unfair competition during the laws or regulationsterm of this Agreement, Party B has the right to independently judge according to common sense and determine whether shall inform Party A has violated laws as soon as possible and regulations. If assist Party A safeguard his rights; 6.8 Party B judges shall bear the loss brought or caused by its own commercial behavior and determines that legal behavior and improper operation and management during the whole process of selling the products stated herein; 6.9 Party B shall, within ten working days upon receiving goods, examine the goods. In case of loss of goods, destruction or inconsistent quality or quantity, Party B shall, within two working days after the acceptance, send a written notice to Party A. The products supplied by Party A or any Sub-Client has violated laws and regulations or are viewed as meeting the terms requirements of this Agreement (including but not limited to delay in payment), if Party B has fails to organize acceptance or send a written notice to Party A within the right time limit above; 6.10 Party B is not allowed to unilaterally take one or more of the following measures against sell Party A:’s products outside the region specified in this Agreement; (1) Stopping presentation 6.11 Party B is not allowed to purchase goods from other parties or sell counterfeited products by adulteration; 6.12 Party B, without Party A’s explicit written consent, is not allowed to continue selling Party A’s products when this Agreement expires or is terminated or this Agreement is rescinded according to the provisions stated herein; 6.13 Party B shall keep confidential for Party A’s commercial and technical secrets acquired by signing and performing this Agreement during the term of allegedly illegal Advertisingthis Agreement or within two years after the termination or rescission of this Agreement, whether unless otherwise required by competent authorities. Party A’s information that is acquired by Party B by signing and performing this Agreement but is not disclosed by Party A to any third party or can not the Advertising is already releasedbe acquired through public means shall be considered as Party A’s commercial secrets.

Appears in 1 contract

Samples: Sales Authorization Agreement (Jakroo Inc.)

Party B’s Rights and Obligations. 4.1 8.1 All the business operations and other activities by Party B will conduct in the Leased Units shall be subject to, in compliance with, and in conformity to the relevant laws and regulations of the People’s Republic of China and the decrees issued by the relevant government authorities. 8.2 Party B shall pay, by the times agreed herein, the rent, the charges for power, water and gas supply and communications services for the Leased Units and the charges for all the other special services provided to Party B. 8.3 Except as otherwise provided in law, Party B shall pay within the specified time limit all the taxes and charges payable by it as expressly provided in laws, regulations or policies of the People’s Republic of China and provide technical support or information related to Tencent Advertising Services and the certificates in evidence of such payment at Party A’s request. 8.4 Party B shall be responsible for operation and conduct the maintenance of the Tencent platform systemLeased Units on a regular basis. 8.5 If the Leased Units suffer any damage as a result of Party B’s improper use, management or maintenance thereof or of its negligence, it shall promptly notify Party A thereof. In order Party B shall take necessary preventive measures to improve Tencent Advertising Servicesprevent the Leased Units from suffering damage from any natural disaster or man-made factor. If the Leased Units suffer any damage as a result of Party B’s negligence or dereliction of duty, Party B shall repair such damage and its affiliates or partners restore the Leased Units to their original state within a reasonable time limit after receipt of a written notice thereof from Party A. If Party B fails to do such repair within the reasonable time limit as mentioned above, Party A shall have the right to continuously adjust Tencent Platform do such repair and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has shall bear all the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needscosts that may be incurred in connection therewith. 4.2 Party B has 8.6 All the right to review the supporting documents and Advertising acts in dereliction of Party A and Sub-Clients and decide whether to allow the presentation duty, breach of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make contract or in tort committed by any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability employees, visitors, customers or licensees in their use, management or maintenance of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All Leased Units or the resulting responsibilities and consequences common areas in the development zone shall be borne by deemed to be Party A. 4.3 In order to protect the interest of the partiesB’s own acts, for which Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedassume appropriate liability.

Appears in 1 contract

Samples: Lease Contract (China Kanghui Holdings)

Party B’s Rights and Obligations. 4.1 (1) Party B shall provide technical support Party A with qualification certificates, business license, telecom and information service operation license, source of information and bank account and other materials relating to the normal operation of business, and guarantee that the billing for such information services is in compliance with relevant provisions of the State pricing authority. (2) Party B shall observe the provisions of the Administrative Measures Concerning Internet Information Services, Provisional Measures on the Management of Value-Added Service SP of China Unicom Zhejiang Branch and other laws, regulations and administrative rules. (3) Within ten (10) business days prior to system testing, Party B shall submit in written form for Party A's review the introduction, type and use pattern of the services that Party B will provide to the subscribers. (4) Party B shall exert necessary control upon the content of SMS edited by the subscribers, and guarantee the decency and legality of SMS content from origination. (5) Party B shall carry out authentication on subscribers' mobile phone number, and display the number of calling party while sending the SMS. SMS in anonymity or using alias shall be prohibited from sending messages directly to subscribers' mobile phone. (6) Party B shall have log capacity, and shall keep at least one month history data. (7) Party B shall exert necessary limits on the service of group sending to ordinary Unicom subscribers, the number of receivers in each cession of group sending shall be no more than 5. (8) Party B shall separately submit for Party A's approval of advertising SMS that will be provided to enterprises and group subscribers, and shall implement such services in accordance with the Provisional Measures on the Management of Value-Added Service SP of China Unicom Zhejiang Branch-SMS Section and relevant regulations. (9) Party B shall guarantee the correctness, safety and legality of the SMS content that Party B provides to subscribers. It is strictly prohibited to send or distribute any message that is in violation of the State laws and regulation, or against the interests of the State, general public and China Unicom. Party B shall be liable for any disputes arising from the legality of the content of SMS. Party B commits and warrants that the content or SMS provided by Party B will not infringe the intellectual property rights or other civil rights of any third parties, Party B further undertakes to compensate Party A for any actions, claims, administrative punishments, loss and damage arising from or in connection with the violation of aforesaid commitments and warrants. (10) During the cooperation period, Party B shall add new services in connection with the cooperation hereunder only after obtaining Party A's approval. Without Party A's prior consent, Party B shall not conduct service testing or provide service to subscribers. Party B shall timely deliver materials of services to Party A, so that Party A can update on real-time the database of such services. (11) During the cooperation period, Party B shall provide Party A with reports on the growth and category of subscribers, and the use of services, according to Party A's requirements. (12) Party B shall guarantee that the subscribers be fully informed of the price, content and mode of provision of services prior to acceptance thereof. (13) In the principle of subscribers' voluntariness, any service provided by Party B to the subscribers shall be subject to the prior consent of the subscribers, and Party B shall timely provide information related service in good quality and the quantity according to Tencent Advertising Services the customization requirements of the subscribers. (14) Party B shall handle subscriber enquiries and complaints not resulting from network communication problems and establish effective channels for complaints that will be directed by Party A's customer service center. Party B's hotline number is 0571-85152669. Party B shall assume the ultimate liability to the complaints from subscribers that neither Party A nor Party B can give a reasonable explanation. (15) Party B shall ensure its business feedback format in the service cession is in conformity with the "Service Testing Report" submitted to Party A, and the information service tariff is in conformity with the "Value-Added Mobile Service Code and Information Service Tariff". (16) Party B shall have the obligation to cooperate with relevant State authorities or Party A to investigate the origination of SMS sent by or through Party B. (17) Party B shall guarantee the correctness of the billing information that Party B has submitted, and shall be responsible liable for operation and maintenance of any consequences arising therefrom. (18) In the Tencent platform system. In order event that Party B fails to improve Tencent Advertising Servicesobserve relevant administrative measures set forth above, Party B and its affiliates or partners A shall have the right to continuously adjust Tencent Platform supervise and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. urge Party B has the right take appropriate steps to adjust or terminate some or all of the services at any time according to its unilateral operation arrangementsrectify. If, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. after Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 requires Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the partiestake rectification measures, Party B has still fails to do so or the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated rectification measures taken by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has can not meet with the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account requirements of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users relevant laws and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has A may shut down the right to independently judge according to common sense and determine whether communication channel with Party A has violated laws and regulations. If B, or eventually terminate the cooperation with Party B. Party B judges shall be liable for any and determines that all consequences arising from Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already releasedB's breach.

Appears in 1 contract

Samples: SMS Cooperation Agreement (Hurray! Holding Co., Ltd.)

Party B’s Rights and Obligations. 4.1 1. Party B shall provide technical support or information related to Tencent Advertising Services the Licensed Product in the simplified Chinese version and shall be responsible all the documents necessary for the commercial operation and maintenance before * . 2. Within the Term of the Tencent platform system. In order to improve Tencent Advertising Servicesthis Agreement, Party B shall provide timely and sufficient technology training in order to ensure that Party A will be capable of setting up servers and independently providing technology service support for the commercial operation before * . Furthermore, Party B shall provide the training plan, including the product update plan, to Party A before * , and such training shall be finished before * . 3. Within six (6) months after the open test of the Licensed Product, in order to ensure that the technology support provisions by Party B for the Licensed Product are fulfilled, Party B shall take all its affiliates endeavors to provide technology support to Party A with its development team and shall not engage in any other development of new online games. 4. Within the Term of this Agreement, Party B ensures that the following members will continuously participate in the development of the Licensed Product and all relevant technology support: * * * * * * * * 5. Upon Party A’s request, Party B shall provide the maintenance and upgrade service for the Licensed Product, including daily technology maintenance, technology support for any accidents, development of upgraded versions and regular or partners irregular upgrades, etc. 6. Party A shall have the right to continuously adjust Tencent Platform assess and its specific servicesassist Party B to improve the quality of the Licensed Product. The adjustments If the quality of namesthe Licensed Product affects the clients’ experience negatively or is not suitable for the market, functions or Party A advises any other improvement opinions during the operation of the Licensed Product, Party B shall timely modify in accordance with Party A’s request and domain names bear the relevant costs and expenses. have been separately filed with the SEC. 7. Party B shall provide to Party A with all the documents, including the market promotion material and user’s manual, no later than the beginning of Tencent Platform the internal test, and its specific services will not affect shall modify, revise, add or amend the effectiveness market promotion material and user’s manual in accordance with Party A’s feedback and opinions after the internal test. 8. Party B shall upgrade, renew or improve the product based on Party A’s reasonable request to improve the Licensed Product. 9. Within the Term of this Agreement, Party B shall make its best endeavor to rectify any internal defaults of the Licensed Product or its upgraded versions and extension packs, including without limitation providing relevant service pack programs based on the nature of the product feature and shall provide such program to Party A. 10. After updating the Licensed Product, Party B shall provide the updated version to Party A, and the two Parties shall cooperate with each other on the basis of the consensus of the new functions. 11. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. shall assist Party A has to install and upgrade the right server facilities and to decide whether to continue to use relevant services according to its own needsinstall the Licensed Product’s server in accordance with the quality assurance program. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma12. Party B does not make any warranty shall provide 7×24 hour technology support for all the problems occurring in the Licensed Product’s operation. During the internal test or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In additionexternal test period, Party B’s review and approval will not reduce B shall dispatch at least two (2) full-time principal developers to reside at Party A’s liability of guarantee on the authenticity offices and legitimacy of Sub-Clients’ business qualifications and Advertisingprovide technology support. All the resulting responsibilities and consequences relevant travel charges or living expenses shall be borne by Party A. 4.3 In order to protect 13. If the interest of the partiesLicensed Products has any technology or quality problems, Party B has shall respond within eight (8) hours with a proposed solution. The relevant expenses and fees shall be borne by Party B. As for the right to formulate a special process for handling any infringement complaint, with problems which Party A have already affected the successive operation of the product and stopped the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third partyusers’ usage, Party B has shall solve the right to submit problem no later than twenty four (24) hours; for those problems that may threaten the entity informationsuccessive operation and the users’ usage, contact information, relevant content Party B shall rectify them within five (5) days. 14. As for those unauthorized plug-in programs during the operation of the complaint License Product that may affect the Licensed Product’s operation, Party B shall set up a special technology team to protect and other necessary information shield the License Product from such plug-in and solve the relevant problems incurred by them in a timely manner. From the occurrence of such plug-ins, Party B shall solve all the relevant parties problems incurred by them within thirty (including but not limited to name, telephone number, certificates30) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the partiesdays. Once Party A and the Subfinds such plug-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third partyins, Party A shall handle notify Party B and assist Party B with the complaint properly within 3 natural daysrelevant investigation. 15. OtherwiseParty B shall upgrade the Licensed Product based on Party A’s suggestion. Within twenty four (24) hours after completing the relevant upgrade or service packs of Licensed Product, Party B has shall send the right relevant programs to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainantParty A immediately. 16. Party B has shall take action to ensure the right to deduct corresponding amount directly from the service provider account of Party A or the account security of the breaching Sub-ClientLicensed Product’s source code and protect the source code from being disclosed, or recover such amount otherwise from which may cause the invalidity of the Licensed Product’s license rights and affect the commercial operation of the Licensed Product and its other usages. have been separately filed with the SEC. 17. Party B shall develop a daily record of the Licensed Product’s operation in accordance with the format requested by Party A. 4.4 When any Advertising is investigated by 18. Party B shall transfer all the competent authority or is complained by a third party (including but not limited relevant interfaces of the anti-cheating system to users and right holders, the same below), or if Party A or any Sub-Client violates before the laws or regulationsopen test. 19. Within two (2) years after the official operation of the Licensed Product, Party B shall transfer all the source codes of the Licensed Product to Party A. The source code here refers to the code of the logic part of game that is required for the normal development and maintenance of the game, excluding the code of the game’s engine. Party B agrees, after 2 years from the official operation of the Licensed Product, Party A, or its affiliates, can develop the subsequent products of the Licensed Product based on the source code transferred from Party B. All developed products by each Party shall belong to the developer itself. The proportion of the revenue share for the revenue collected from the Licensed Product remains the same as indicated in Clause 2 of Article 4 of this Agreement. Party A shall be responsible for the technology support and maintenance caused by the change and subsequent development of the Licensed Product by Party A, and Party B shall provide the necessary support. 20. Party B shall assure it has the full property right to independently judge according to common sense and determine whether copyright of the Licensed Product or has obtained all the necessary authority and consent, which could ensure Party A’s valid right on the Licensed Product within the Term of this Agreement. Party B assures, from the execution of this Agreement and during the term of this Agreement, that there are no claims or potential threats by third parties against Party A has violated laws for the rights licensed by Party B and regulationsParty A’s activities pursuant to this Agreement. 21. Party B shall ensure delivery of the Licensed Product and all relevant documents to Party A in accordance with the schedule and manner under this Agreement. 22. If Party B judges and determines that fails to perform its obligations of providing technology support, Party A or any Sub-Client has violated laws shall be entitled to propone the current payment of the account payable and regulations or deduct the terms relevant losses from the current account payable. 23. Party A is responsible for the development of the charging system, and Party B shall provide the full support. 24. Within the Term of this Agreement, Party A and Party B shall have the right to examine the relevant payment data of the Licensed Product. 25. Party B agrees to make its best effort to provide the same documents as described in this Agreement (including but not limited in order to delay assist Party A in payment)obtaining the relevant publishing rights of the Licensed Product. 26. Party B agrees to disclose the usage of last month’s License Fees before the 10th day of each month. 27. Party B is responsible for dealing with the formalities of the computer software copyright and other relevant filing procedures for the license. 28. Without the written consent of Party A, Party B has shall not conduct any public relations or marketing activities in China. Any public relations or marketing activities by Party B and its agent or employees shall be subject to the right to unilaterally take one or more opinion of Party A. Party B shall not disseminate the following measures against circumstances of Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not ’s business performance to anyone. have been separately filed with the Advertising is already releasedSEC.

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Samples: Game Software License Agreement (Changyou.com LTD)