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

Rights and Obligations of Party B. 3.1 Any and all the business management rules, cooperative management rules, credit management rules, customer service management rules, verification rules and information service standards and the revision thereof (specifically subject to the rules or standards released by Party A in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunder. 3.2 Party B shall provide Party A the valid and true copies of the telecommunication and information services operation permit, telecommunication value-added service license, business license, other licenses/permits, the letter of credit, information sources, bank account and other documents required for the normal operation of Party B, and Party B shall ensure that the provided service fees comply with the relevant regulations released by the state pricing authorities. 3.3 Party B must abide by Chinese laws, regulations and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, and will not damage the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable for any and all the consequences arising therefrom. Party B must be in position to filter the information provided by the customers, such as the chat records, and preclude all unhealthy and unlawful information. Party B shall be responsible for dealing with all the complaints arising therefrom and assume all the economic and legal liabilities. If Party A suffers any economic loss, or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.4 Party B must abide by the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided by Party B shall have a lawful and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of any third party, such as copyrights of the third party or other lawful rights. If due to the game services of Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and Party B shall communicate immediately with the complaining or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.5 During the cooperation period, Party B shall not, without the prior written consent of Party A, take advantage of various channels to realize connection or connection in disguised form between the mobile data applications business of Party A and third parties. 3.6 Party B shall actively coordinate with the interface test of Party A, and undertakes to provide the service strictly according to the business standards and interface technology specifications of Party A. 3.7 Party B shall submit in a clear and unambiguous manner all the documents required for the normal provision of the business hereunder, and assume all the economic and legal liabilities. 3.8 Party B undertakes to log on daily the management system specified by Party A to receive all the notices, announcements and other information, and make a timely response, failing which, Party B shall be wholly liable for all the losses arising therefrom. 3.9 Under the guide of Party A, Party B shall have the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set by Party A in its game business management rules. 3.10 Party B shall comply with and implement the management rules, customer service standards and documents of Party A regarding the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party A), Party B is obliged to provide a one-month buffer period for its withdrawal during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal with the customer enquiries and solve the customer complaints that are not caused as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful information. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving party to effectively deal with and resolve the complaints of the customers. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 Party B shall actively do market promotion and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according to the relevant requirements of Party A. 3.14 Party B undertakes that it has the lawful ownership as to any of the products and information provided hereunder, or obtained the necessary authorization to license Party A to use the same according to this Agreement, and undertakes that the products and information provided by Party B hereunder does not infringe upon the legitimate rights and interests of any third party, including but not limited to the copyright, right of reputation, portraiture right, etc., it is free from any copyright disputes and it has not violated and will not violate any laws and regulations, and Party B is entitled to authorize Party A to disseminate it via the information network. 3.15 If any third party lodges any complaints, brings any legal proceedings or submits for arbitration against Party B, alleging that Party B has no disposal right to any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate the sharing with Party B of distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; 3.15.2 Require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedings. 3.15.3 Terminate this Agreement in part or in whole. If the above remedies are insufficient to avoid the loss of Party A, as requested by Party A, Party B shall timely and fully indemnify Party A and hold Party A harmless from or against any and all the losses incurred by Party A, including but not limited to the advances already paid by Party A to Party B, and/or the economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputes. 3.16 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach of this clause during the cooperative period, Party B shall be solely and wholly liable therefor.

Appears in 2 contracts

Sources: Cooperative Agreement (Kongzhong Corp), Cooperative Agreement (Kongzhong Corp)

Rights and Obligations of Party B. 3.1 Any and all the business management rules, cooperative management rules, credit management rules, customer service management rules, verification rules and information service standards and the revision thereof (specifically subject to the rules or standards released by Party A in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunder. 3.2 1. Party B shall provide Party A the photocopies (affixed with its official seal) of valid certificates to prove that it has qualification to operate business, including its business license and true copies of the telecommunication and information services operation permit, telecommunication value-added service license, license for advertisement business license, other licenses/permits, the letter of credit, information sources, bank account and other documents required for the normal operation of Party B, and operation; 2. Party B shall ensure that the provided service timely distribute cooperation fees comply to Party A in accordance with the relevant regulations released by the state pricing authoritiesthis Contract. 3.3 Party B must abide by Chinese laws, regulations and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, and will not damage the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable for any and all the consequences arising therefrom. Party B must be in position to filter the information provided by the customers, such as the chat records, and preclude all unhealthy and unlawful information3. Party B shall be responsible for dealing installation, design and maintenance of the OPT System and pay all costs and expenses incurred therefrom. 4. Party B shall be responsible for handling the formalities for application of relevant advertisement and pay the relevant costs and expenses, and shall carefully comply with all the complaints applicable laws and regulations regarding the advertisement business. In case of any dispute arising therefrom and assume all from any illegal content in the economic and legal liabilities. If advertisement provided by Party A suffers any economic loss, or goodwill lossB, it shall have the right to claim indemnifications against be resolved by Party B. 3.4 Party B must abide by 5. During the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided by Party B shall have a lawful and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of any third party, such as copyrights of the third party or other lawful rights. If due to the game services business operation of Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and Party B shall communicate immediately with the complaining or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have conduct regular inspection and maintenance on the right to claim indemnifications against Party B. 3.5 During the cooperation periodadvertisement facility of OPT System, Party B shall not, without the prior written consent of Party A, take advantage of various channels to realize connection or connection in disguised form between the mobile data applications business of Party A and third parties. 3.6 Party B shall actively coordinate with the interface test of Party A, and undertakes to provide the service strictly according ensure its equipment conform to the business safety standards and interface technology specifications ensure the safety and sanitation of Party A. 3.7 Party B shall submit in a clear and unambiguous manner all its equipment. In case of any dispute or any penalty imposed by the documents required for the normal provision of the business hereunder, and assume all the economic and legal liabilities. 3.8 Party B undertakes relevant department due to log on daily the management system specified by Party A to receive all the notices, announcements and other information, and make a timely response, failing whichincompliance with any safety standards, Party B shall be wholly fully and solely liable for all the losses arising therefromsuch dispute or penalty. 3.9 Under 6. During the guide period of Party A, Party B shall have the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set by Party A in its game business management rules. 3.10 Party B shall comply with construction and implement the management rules, customer service standards and documents of Party A regarding the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless operation of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party A)OPT System, Party B is obliged if any personal injury or property damage occurs to provide a one-month buffer period for its withdrawal during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal with the customer enquiries and solve the customer complaints that are not caused as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful information. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving third party to effectively deal with and resolve the complaints of the customers. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B’s fault or any problem in the quality of advertisement facility, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 Party B shall actively do market promotion and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according to the relevant requirements of Party A. 3.14 Party B undertakes that it has the lawful ownership as to any of the products economic and information provided hereunder, or obtained the necessary authorization to license Party A to use the same according to this Agreement, and undertakes that the products and information provided legal liabilities shall be undertaken by Party B hereunder does not infringe upon the legitimate rights and interests of any third party, including but not limited to the copyright, right of reputation, portraiture right, etc., it is free from any copyright disputes and it has not violated and Party A will not violate any laws and regulations, and be liable therefore. 7. Party B is entitled to authorize seek cooperation from third-party customers in the name of partner of oriental broadband TV business and Party A to disseminate it via the information networkshall give assistance and support. 3.15 If any third party lodges any complaints, brings any legal proceedings or submits for arbitration against Party B, alleging that 8. When Party B has no disposal right to entered into the substantial negotiation with any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate the sharing with Party B of distributable earnings under this Agreement, with the amount not exceeding what the third third-party claimed; 3.15.2 Require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedings. 3.15.3 Terminate this Agreement in part or in whole. If the above remedies are insufficient to avoid the loss of Party A, as requested by Party Acustomer, Party B shall timely and fully indemnify Party A and hold Party A harmless from or against any and all the losses incurred by Party A, including but not limited to the advances already paid by Party A promptly give a notice to Party BA. In case of any additional channel, and/or both parties shall otherwise conclude individual contract regarding the economic loss accrued during the termination cost of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputessuch additional channel. 3.16 Party B, if having no qualifications as required for 9. During the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach term of this clause during the cooperative periodContract, Party B shall not cooperate with any third party whose business is competitive with Party A’s in any project or business with the same form and contents specified herein with whatever cause or by whatever means, to ensure the benefits of both parties in the cooperation hereunder will not be solely and wholly liable thereforinfringed.

Appears in 2 contracts

Sources: Strategic Cooperation Contract, Contract for Strategic Cooperation (Cgen Digital Media Co LTD)

Rights and Obligations of Party B. 3.1 Any Party B shall be responsible for content development, platform building and all the business management rulesmaintenance, cooperative management rules, credit management rules, marketing and customer service management rules, verification rules and information service standards and of the revision thereof (specifically subject to the rules or standards released by Party A in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereundercooperation business. 3.2 Party B guarantees to have the legal permits and qualifications necessary for the performance of the matters hereunder, including, without limitation, business license with legitimate business scope, qualification for providing contents/application services; Party B shall provide Party A the valid with true and true copies legitimate business permits of the telecommunication Internet information service and information services operation permitrelevant business and such other credentials, telecommunication valuecreditability certificate, certificate for legitimacy of copyright sources, perfect after-added sale service licensesystem, business license, other licenses/permits, the letter of credit, information sourcesprice approval, bank account and such other documents required for the normal operation of Party B, and Party B shall ensure that the provided service fees comply with the relevant regulations released by the state pricing authoritiesdocuments. 3.3 Party B must abide by Chinese strictly comply with relevant industry laws, regulations rules and policies regarding standards promulgated by the telecommunications and internet information servicesState, including, without limitation, the PRC Telecommunications Regulations, Administrative Measures on Internet Information Service, Interim Provisions on the Administration of Internet Publishing, Interim Provisions on the Administration of Internet Websites’ Engaging in News Publication Services, and undertakes that the contents provided will not violate relevant Chinese such other laws, regulations regulations, policies and policiesindustry management rules, and will shall not damage distribute and disseminate illegal, unhealthy, reactionary information or advertisement or such other junk information on the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable for any and all the consequences arising therefrom. Party B must be in position to filter the information provided by the customers, such as the chat records, and preclude all unhealthy and unlawful information. Party B shall be responsible for dealing with all the complaints arising therefrom and assume all the economic and legal liabilities. If Party A suffers any economic loss, or goodwill loss, it shall have the right to claim indemnifications against Party B.Internet. 3.4 Party B must abide guarantees that it enjoys the intellectual property and civil rights on all the information/application service resources provided by it, has obtained the license and authorization of relevant laws in providing the game services hereunderright owners, and shall possess does not infringe on any and all the government permitsperson’s copyright, production and/or use licenses and/or authorizationstrademark right, and the service provided by patent right, trade secrets or other intellectual property rights, other property rights, right of portrait or other personal right. 3.5 Party B shall have a lawful comply with the various rules and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of any third party, such as copyrights of the third party or other lawful rights. If due to the game services of Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend requirements in the business under suspected infringementstandards, and transfer the disputes to Party Bmanagement measures, and Party B shall communicate immediately with the complaining quality and/or service standards formulated or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.5 During the cooperation period, Party B shall not, without the prior written consent of amended by Party A, take advantage of various channels to realize connection or connection in disguised form between the mobile data applications business of Party A and third partieswhich shall be equally binding as this Agreement. 3.6 Party B shall actively coordinate guarantees that the prices of the various business it provides are in line with the interface test pricing policies of the State, and it will be responsible for any price complaints made by relevant administrative authority or users. 3.7 Party B may negotiate the mode of cooperation with Party A, and undertakes may determine the operation strategy for its cell phone game service business, provided, however that the pricing of its business shall be approved by Party A and filed to provide the service strictly according to the business standards and interface technology specifications relevant authority for record. 3.8 In case of any issues of Party A. 3.7 B’s own systems (such as WAP website or game server) that affect Party A’s communications system, Party B shall submit to the connection control exerted by Party A thereon, and any consequence thus incurred shall be fully taken by Party B itself. 3.9 Party B shall undertake any liabilities arising from the wireless value-added business provided by any third party to the users in a clear and unambiguous manner all the documents required for the normal provision of any form whatsoever through Party B’s maintenance interface. Party B shall not transfer the business hereunder, and assume all the economic and legal liabilities. 3.8 Party B undertakes to log on daily the management system specified interface provided by Party A to receive all the notices, announcements and other information, and make a timely response, failing which, Party B shall be wholly liable for all the losses arising therefrom. 3.9 Under the guide of Party A, Party B shall have the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set by Party A in its game business management rules. 3.10 Party B shall comply with and implement the management rules, customer service standards and documents of Party A regarding the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party A), Party B is obliged to provide a one-month buffer period for its withdrawal during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal with the customer enquiries and solve the customer complaints that are not caused as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful information. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving party to effectively deal with and resolve the complaints of the customers. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 Party B shall actively do market promotion and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according to the relevant requirements of Party A. 3.14 Party B undertakes that it has the lawful ownership as to any of the products and information provided hereunder, or obtained the necessary authorization to license Party A to use the same according to this Agreement, and undertakes that the products and information provided by Party B hereunder does not infringe upon the legitimate rights and interests of any third party, including but not limited to the copyright, right of reputation, portraiture right, etc., it is free from any copyright disputes and it has not violated and will not violate any laws and regulations, and Party B is entitled to authorize Party A to disseminate it via the information network. 3.15 If any third party lodges any complaints, brings any legal proceedings or submits for arbitration against Party B, alleging that Party B has no disposal right to any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate the sharing with Party B of distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; 3.15.2 Require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedingsany form whatsoever, and Party A will not be responsible toward any users or third party with respect thereto. 3.15.3 Terminate this Agreement in part or in whole. If 3.10 As required by relevant regulations of the above remedies are insufficient to avoid the loss of Party A, State and as requested by Party A, Party B shall timely provide relevant qualification certificates when applying to open and fully indemnify add business, to evidence that it has sufficient qualification, capability and authority to conduct such business. Party B shall guarantee that such qualification certificates are true and valid, while Party A is not obliged to inspect the authenticity and hold Party A harmless from or against any and all the losses incurred by Party A, including but not limited to the advances already paid by Party A to validity of such qualification certificates. 3.11 Party B, and/or ’s conduct of value-added business has to pass necessary technical test. If such business fails to pass the economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee test as paid required by Party A for reasons attributable to Party B as of the purposes commencement date of resolving such test period, the disputesapplication of such business shall be null and void, and the costs of such technical tests shall be borne by Party B. Party B has to submit a new application for such business if it wishes to continue the cooperation in this business. 3.16 3.12 Party BB shall not carry out business testing or provide business to customers at its own discretion without obtaining Party A’s consent. 3.13 Party B shall make available to Party A the network access and authority for business inquiry and cancellation and upon the request of Party A, if having no qualifications may provide such data/reports as the user development, user classification, user habits and business outlook forecasts, and will convey to Party A in time the user files required for management of such business to ensure the operation real-time update of network businessesParty A’s user data room. At the same time, the Parties confirm that Party A shall have the ownership of the user files, and the user files and information shall belong to Party A’s confidential information, for which Party B shall take the confidentiality obligation hereunder; Party B shall not use such information for any purposes other than those agreed herein without authorization, or provide such information to any third party in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach of this clause during the cooperative period, whatsoever. 3.14 Party B shall be solely resolve any disputes arising from the safety and wholly liable thereforlegality of the information contents or services it provides, and shall guarantee that the services it provides will not expose Party A’s communications network, value-added business platform or other third party interests to any significant potential risks. Party B shall assume any losses thus incurred to Party A and/or any third party and appropriately declare its responsibility in public and eliminate any adverse impact.

Appears in 1 contract

Sources: Cooperation Agreement (Chukong Holdings LTD)

Rights and Obligations of Party B. 3.1 Any and all 7.1 During the business management rulesterm of this Contract, cooperative management rules, credit management rules, customer service management rules, verification rules and information service standards and the revision thereof (specifically subject to the rules or standards released by Party A in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunder. 3.2 Party B shall provide Party A have the valid and true copies exclusive general right to represent Tianjin Satellite TV in respect of the telecommunication and information services operation permitits Category 1 advertisements (exclusive of shopping ads), telecommunication value-added service license, business license, other licenses/permits, the letter of credit, information sources, bank account shall be entitled to independently exercise (through agency and other documents required for appropriate forms and means) the normal advertising operation right as agreed by the Parties and prescribed by law (including without limitation the right in relation to operation, sales and advertisement placement), and shall have the right to receive relevant benefits, all in accordance with the provisions of this Contract. 7.2 During the term of this Contract, without consent of Party B, and Party A shall not in whatsoever form grant to any third party any right of acting as an advertising agent with respect to any or all of Category 1 advertisements of Tianjin Satellite TV. 7.3 Party B shall ensure that be obligated to accomplish the provided service fees comply with advertisement release operations and shall timely and fully pay to Party A the relevant regulations released advertising revenue quota payments as agreed by the state pricing authoritiesParties. 3.3 7.4 Party B must abide by Chinese laws, regulations and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, and will not damage the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable solely responsible for any and all economic and legal liabilities arising out of any dispute or controversy with any third party during the consequences arising therefrom. course of its business negotiation and advertisement release. 7.5 Party B must be in position shall actively cooperate with Party A so as to filter ensure sound carrying-out of the information provided by advertisement programming and broadcasting work and shall comply with the customersadvertisement broadcasting rules of Party A. 7.6 Party B shall have the right to make recommendations as to the key programs (including TV dramas) and key operation projects of Tianjin Satellite TV. 7.7 During the term of the Contract, such as the chat records, and preclude all unhealthy and unlawful information. Party B shall be responsible for dealing with all acting as the complaints arising therefrom advertising agent for Category 1 advertisements of Tianjin Satellite TV (exclusive of shopping ads) and assume all the economic and legal liabilities. If Party A suffers any economic loss, or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.4 Party B must abide by the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided by Party B shall have a lawful and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of any third party, such as copyrights of the third party or other lawful rights. If due final decision with respect to the game services pricing and discounts of Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and Party B shall communicate immediately with the complaining or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right to claim indemnifications against Party B.such Category 1 advertisements of Tianjin Satellite TV (exclusive of shopping ads). 3.5 7.8 During the cooperation periodterm of this Contract, Party B shall not, without the prior written consent bear any economic losses arising out of Party A, take advantage of various channels to realize connection or connection in disguised form between the mobile data applications business of Party A and third parties. 3.6 Party B shall actively coordinate with the interface test of Party A, and undertakes to provide the service strictly according to the business standards and interface technology specifications of Party A. 3.7 Party B shall submit in a clear and unambiguous manner all the documents required for the normal provision any penalty imposed by relevant authorities of the business hereunderstate on any advertisement provided by Party B. 7.9 During the term of this Contract, and assume all the economic and legal liabilities. 3.8 Party B undertakes to log on daily the management system specified by Party A to receive all the notices, announcements and other information, and make a timely response, failing which, Party B shall be wholly liable for all the losses arising therefrom. 3.9 Under the guide of Party A, Party B shall have the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set by Party A in its game business management rules. 3.10 Party B shall comply with and implement the management rules, customer service standards and documents of Party A regarding following: (1) Other than matters in connection with the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party A), Party B is obliged to provide a one-month buffer period for its withdrawal during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile exclusive general agency in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal with the customer enquiries and solve the customer complaints that are not caused Category 1 advertisements as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful information. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving party to effectively deal with and resolve the complaints of the customers. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 Party B shall actively do market promotion and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according to the relevant requirements of Party A. 3.14 Party B undertakes that it has the lawful ownership as to any of the products and information provided hereunder, or obtained the necessary authorization to license Party A to use the same according to this Agreement, and undertakes that the products and information provided by Party B hereunder does not infringe upon the legitimate rights and interests of any third party, including but not limited to the copyright, right of reputation, portraiture right, etc., it is free from any copyright disputes and it has not violated and will not violate any laws and regulations, and Party B is entitled to authorize Party A to disseminate it via the information network. 3.15 If any third party lodges any complaints, brings any legal proceedings or submits for arbitration against Party B, alleging that Party B has no disposal right to any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate the sharing with Party B of distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; 3.15.2 Require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedings. 3.15.3 Terminate this Agreement in part or in whole. If the above remedies are insufficient to avoid the loss of Party A, as requested specified by Party A, Party B shall timely and fully indemnify not, in the name of Party A, engage in any other matter which is not related to such exclusive general agency; (2) Party B shall not abuse the trust of Party A and hold Party A harmless from or against any shall not, on behalf of and all in the losses incurred by name of Party A, including but make any representation or warranty which is not limited related to the advances already paid by exclusive general agency or bind Party A to Party B, and/or the economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputes.any liabilities or obligations; and 3.16 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach of this clause during the cooperative period, (3) Party B shall be solely maintain the confidence of, and wholly liable therefor.refrain from divulging, the trade secrets of Party A.

Appears in 1 contract

Sources: Exclusive Agency Agreement (Charm Communications Inc.)

Rights and Obligations of Party B. 3.1 Any and all the business management rules, cooperative management rules, credit management rules, customer service management rules, verification rules and information service standards and the revision thereof (specifically subject to the rules or standards released by Party A in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunder. 3.2 6.1 Party B shall provide logistics services including warehousing and transportation to Party A as stipulated herein. 6.2 Party B undertakes that the valid logistics services it provides hereunder, including warehousing and true copies transportation, shall meet Party A’s safety requirements and in compliance with the applicable laws and regulations. 6.3 Party B shall develop an effective storage, logistics and transportation management system and provide sufficient experienced staff to perform this agreement. 6.4 Party B shall provide services to Party A strictly in accordance with the operational procedure stipulated hereunder within the time limit required by Party A. Party B shall be liable for breaches of the telecommunication and information services operation permit, telecommunication value-added service license, business license, other licenses/permits, the letter of credit, information sources, bank account and other documents required for the normal operation of contract if such breaches are due to reasons attributable to Party B, and B. 6.5 Party B shall ensure that the provided service fees comply with safety of the relevant regulations released materials it stores or transports for Party A. Party B shall inform Party A promptly of any abnormal incidents by phone and report such incidents to Party A in writing subsequently within one business day and make every effort to minimize the state pricing authoritiesdamages to the materials. 3.3 6.6 Party B must abide by Chinese laws, regulations and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, and will not damage the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable for any the damages, losses, deterioration of the materials and all pollution to the consequences arising therefrom. Party B must be environment if it does not store the materials in position to filter the information provided by the customers, such as the chat records, and preclude all unhealthy and unlawful information. condition specified herein. 6.7 Party B shall be responsible for dealing liable if it does not operate, transport or store hazardous materials and perishable materials in compliance with all the complaints arising therefrom applicable laws and assume all regulations or the economic and legal liabilities. If Party A suffers any economic loss, requirements stipulated herein or goodwill loss, it shall have the right causes damages to claim indemnifications against Party B.a third party. 3.4 Party B must abide by the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided by 6.8 Party B shall have a lawful arrange for the delivery, dispatching, acceptance, shipment and authentic source, transportation within the time limit and it shall not infringe upon or otherwise use without due authorizations, in the IPRs of any third party, such as copyrights of the third party or other lawful rights. If due to the game services of manner stipulated by Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and A. 6.9 Party B shall communicate immediately with ensure the complaining or claiming party to solve safety of the disputes materials it stores and be liable transports for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right and make every effort to claim indemnifications against safeguard Party B.A’s materials. 3.5 During the cooperation period, 6.10 Party B shall not, without stipulate a strict warehouse management system and operational procedure to ensure timely supply and secure storage of the prior written consent of Party A, take advantage of various channels to realize connection or connection in disguised form between the mobile data applications business of Party A and third parties. 3.6 Party B shall actively coordinate with the interface test of Party A, and undertakes to provide the service strictly according to the business standards and interface technology specifications of materials needed by Party A. 3.7 Party B shall submit in a clear and unambiguous manner all the documents required for the normal provision of the business hereunder, and assume all the economic and legal liabilities. 3.8 Party B undertakes to log on daily the management system specified 6.11 Unless agreed by Party A to receive all the notices, announcements and other information, and make a timely response, failing which, Party B shall be wholly liable for all the losses arising therefrom. 3.9 Under the guide written consent of Party A, Party B shall have not use the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set sites provide by Party A in its game business management rulesbeyond the purposes hereunder. 3.10 6.12 Party B shall comply with store and implement the management rules, customer service standards and documents of Party A regarding the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party A), Party B is obliged to provide a one-month buffer period for its withdrawal during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile transport highly toxic substances strictly in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal compliance with the customer enquiries applicable laws and solve the customer complaints that are not caused as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful informationregulations. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving party to effectively deal with and resolve the complaints liable for any losses arising from its violation of the customersapplicable laws and regulations. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 6.13 Party B shall actively do market promotion cooperate with Party A on the inspection, surveillance and advertising workcalculation of the inventories. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according arrange staff to the relevant requirements of Party A. 3.14 Party B undertakes that it has the lawful ownership as to any of the products and information provided hereunder, or obtained the necessary authorization to license collaborate with Party A to use the same according to this Agreement, and undertakes that the products and information provided by Party B hereunder does not infringe upon the legitimate rights and interests of any third party, including but not limited to the copyright, right of reputation, portraiture right, etcif necessary., it is free from any copyright disputes and it has not violated and will not violate any laws and regulations, and Party B is entitled to authorize Party A to disseminate it via the information network. 3.15 If any third party lodges any complaints, brings any legal proceedings or submits for arbitration against Party B, alleging that Party B has no disposal right to any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate the sharing with Party B of distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; 3.15.2 Require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedings. 3.15.3 Terminate this Agreement in part or in whole. If the above remedies are insufficient to avoid the loss of Party A, as requested by Party A, Party B shall timely and fully indemnify Party A and hold Party A harmless from or against any and all the losses incurred by Party A, including but not limited to the advances already paid by Party A to Party B, and/or the economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputes. 3.16 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach of this clause during the cooperative period, Party B shall be solely and wholly liable therefor.

Appears in 1 contract

Sources: Warehousing and Logistics Service Agreement (ShangPharma Corp)

Rights and Obligations of Party B. 3.1 Any and all 8.1 During the business management rulesterm of this Contract, cooperative management rules, credit management rules, customer service management rules, verification rules and information service standards and the revision thereof (specifically subject to the rules or standards released by Party A in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunder. 3.2 Party B shall provide Party A have the valid and true copies exclusive general right to represent Tianjin Satellite TV in respect of the telecommunication and information services operation permitits Category 1 advertisements (exclusive of shopping ads), telecommunication value-added service license, business license, other licenses/permits, the letter of credit, information sources, bank account shall be entitled to independently exercise (through agency and other documents required for appropriate forms and means) the normal advertising operation right as agreed by the Parties and prescribed by law (including without limitation the right in relation to operation, sales and advertisement placement), and shall have the right to receive relevant benefits, all in accordance with the provisions of this Contract. 8.2 During the term of this Contract, without consent of Party B, and Party A shall not in whatsoever form grant to any third party any right of acting as an advertising agent with respect to any or all of Category 1 advertisements of Tianjin Satellite TV. Otherwise, Party B shall ensure that have the provided service fees comply right to unilaterally terminate this Contract and Party A shall refund the performance security deposit of Party B with interest. 8.3 Party B shall be obligated to accomplish the relevant regulations released advertisement release operations and shall timely and fully pay to Party A the advertising revenue quota payments as agreed by the state pricing authoritiesParties. 3.3 8.4 Party B must abide by Chinese laws, regulations and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, and will not damage the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable solely responsible for any and all economic and legal liabilities arising out of any dispute or controversy with any third party during the consequences arising therefrom. course of its business negotiation and advertisement release. 8.5 Party B must be in position shall actively cooperate with Party A so as to filter ensure sound carrying-out of the information provided by advertisement programming and broadcasting work and shall comply with the customersadvertisement broadcasting rules of Party A. 8.6 Party B shall have the right to make recommendations as to the key programs (including TV dramas) and key operation projects of Tianjin Satellite TV. 8.7 During the term of the Contract, such as the chat records, and preclude all unhealthy and unlawful information. Party B shall be responsible for dealing with all acting as the complaints arising therefrom advertising agent for Category 1 advertisements of Tianjin Satellite TV (exclusive of shopping ads) and assume all the economic and legal liabilities. If Party A suffers any economic loss, or goodwill loss, it shall have the right final decision with respect to claim indemnifications against the pricing and discounts of such Category 1 advertisements of Tianjin Satellite TV (exclusive of shopping ads). 8.8 During the term of this Contract, Party B shall bear any economic losses arising out of any penalty imposed by relevant authorities of the state on any advertisement provided by Party B. 3.4 8.9 Party B must abide shall be responsible for resolving any disputes arising out of any infringement of any third party rights (including without limitation the reputation right, the portrait right, privacy and intellectual property rights) by the relevant laws in providing the game services hereunder, and shall possess content or expressive form of any and all the government permits, production and/or use licenses and/or authorizations, and the service advertisements provided by Party B and shall have a lawful assume relevant liabilities and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of any third party, such as copyrights of the third party or other lawful rights. If due to the game services of Party B, indemnify Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and Party B shall communicate immediately with the complaining or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right to claim indemnifications against Party B.losses caused thereby. 3.5 8.10 During the cooperation periodterm of this Contract, Party B shall not, without the prior written consent of Party A, take advantage of various channels to realize connection or connection in disguised form between the mobile data applications business of Party A and third parties. 3.6 Party B shall actively coordinate with the interface test of Party A, and undertakes to provide the service strictly according to the business standards and interface technology specifications of Party A. 3.7 Party B shall submit in a clear and unambiguous manner all the documents required for the normal provision of the business hereunder, and assume all the economic and legal liabilities. 3.8 Party B undertakes to log on daily the management system specified by Party A to receive all the notices, announcements and other information, and make a timely response, failing which, Party B shall be wholly liable for all the losses arising therefrom. 3.9 Under the guide of Party A, Party B shall have the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set by Party A in its game business management rules. 3.10 Party B shall comply with and implement the management rules, customer service standards and documents of Party A regarding following: (1) Other than matters in connection with the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party A), Party B is obliged to provide a one-month buffer period for its withdrawal during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile exclusive general agency in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal with the customer enquiries and solve the customer complaints that are not caused Category 1 advertisements as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful information. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving party to effectively deal with and resolve the complaints of the customers. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 Party B shall actively do market promotion and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according to the relevant requirements of Party A. 3.14 Party B undertakes that it has the lawful ownership as to any of the products and information provided hereunder, or obtained the necessary authorization to license Party A to use the same according to this Agreement, and undertakes that the products and information provided by Party B hereunder does not infringe upon the legitimate rights and interests of any third party, including but not limited to the copyright, right of reputation, portraiture right, etc., it is free from any copyright disputes and it has not violated and will not violate any laws and regulations, and Party B is entitled to authorize Party A to disseminate it via the information network. 3.15 If any third party lodges any complaints, brings any legal proceedings or submits for arbitration against Party B, alleging that Party B has no disposal right to any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate the sharing with Party B of distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; 3.15.2 Require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedings. 3.15.3 Terminate this Agreement in part or in whole. If the above remedies are insufficient to avoid the loss of Party A, as requested specified by Party A, Party B shall timely and fully indemnify not, in the name of Party A, engage in any other matter which is not related to such exclusive general agency; (2) Party B shall not abuse the trust of Party A and hold Party A harmless from or against any shall not, on behalf of and all in the losses incurred by name of Party A, including but make any representation or warranty which is not limited related to the advances already paid by exclusive general agency or bind Party A to Party B, and/or the economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputes.any liabilities or obligations; and 3.16 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach of this clause during the cooperative period, (3) Party B shall be solely maintain the confidence of, and wholly liable therefor.refrain from divulging, the trade secrets of Party A.

Appears in 1 contract

Sources: Exclusive Agency Agreement (Charm Communications Inc.)

Rights and Obligations of Party B. 3.1 Any and all the business management rules, cooperative management rules, credit management rules, customer service management rules, verification rules and information service standards and the revision thereof (specifically subject to the rules or standards released by Party A in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunder. 3.2 Party B shall provide Party A the valid and true copies of the telecommunication and information services operation permit, telecommunication value-added service license, business license, other licenses/permits, the letter of credit, information sources, bank account and other documents required for the normal operation of Party B, and Party B shall ensure that the provided service fees comply with the relevant regulations released by the state pricing authorities. 3.3 Party B must abide by Chinese laws, regulations and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, and will not damage the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable for any and all the consequences arising therefrom. Party B must be in position to filter the information provided by the customers, such as the chat records, and preclude all unhealthy and unlawful information. Party B shall be responsible for dealing with all the complaints arising therefrom and assume all the economic and legal liabilities. If Party A suffers any economic loss, or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.4 Party B must abide by the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided by Party B shall have a lawful and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of any third party, such as copyrights of the third party or other lawful rights. If due to the game services of Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringementinfringemenmet, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and Party B shall communicate immediately with the complaining or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.5 During the cooperation period, Party B shall not, without the prior written consent of Party A, take advantage of various channels to realize connection or connection in disguised form between the mobile data applications business of Party A and third parties. 3.6 Party B shall actively coordinate with the interface test of Party A, and undertakes to provide the service strictly according to the business standards and interface technology specifications of Party A. 3.7 Party B shall submit in a clear and unambiguous manner all the documents required for the normal provision of the business hereunder, and assume all the economic and legal liabilities. 3.8 Party B undertakes to log on daily the management system specified by Party A to receive all the notices, announcements and other information, and make a timely response, failing which, Party B shall be wholly liable for all the losses arising therefrom. 3.9 Under the guide of Party A, Party B shall have the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set by Party A in its game business management rules. 3.10 Party B shall comply with and implement the management rules, customer service standards and documents of Party A regarding the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party AB), Party B is obliged to provide a one-month buffer period for its withdrawal (including forced withdrawal in the test of Party A) during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal with the customer enquiries and solve the customer complaints that are not caused as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful information. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving party to effectively deal with and resolve the complaints of the customers. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 Party B A shall actively do market promotion and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according to the relevant requirements of Party A. 3.14 Party B undertakes that it has the lawful ownership as to any of the products and information provided hereunder, or obtained the necessary authorization to license Party A to use the same according to this Agreement, and undertakes that the products and information provided by Party B hereunder does not infringe upon the legitimate rights and interests of any third party, including but not limited to the copyright, right of reputation, portraiture right, etc., it is free from any copyright disputes and it has not violated and will not violate any laws and regulations, and Party B is entitled to authorize Party A to disseminate it via the information network. 3.15 If any third party lodges any administrative complaints, brings any legal proceedings or submits for arbitration against Party B, alleging that Party B has no disposal right to any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate the sharing with Party B of distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; 3.15.2 Require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedings. 3.15.3 Terminate this Agreement in part or in whole. If the above remedies are insufficient to avoid the loss of Party A, as requested by Party A, Party B shall timely and fully indemnify Party A and hold Party A harmless from or against any and all the losses incurred by Party A, including but not limited to the advances already paid by Party A to Party B, and/or the economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputes. 3.16 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach of this clause during the cooperative period, Party B shall be solely and wholly liable therefor.

Appears in 1 contract

Sources: Cooperative Agreement (Kongzhong Corp)

Rights and Obligations of Party B. 3.1 Any and all 1. All the various business management rules, cooperative measures for cooperation management, measures for credit points management, management rulesrules for customer services, credit assessment management rules, customer service management rules, verification rules measures and information service standards and the revision thereof (specifically each subject to the rules or standards released what is posted by Party A in on its management system) made systems), as formulated and revised by Party A for its game business from time to time during the cooperative period term of cooperation between the Parties, shall be operated as annexes to this Agreementconstitute supplementary appendices hereof, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the provide game service hereunderas required therein. 3.2 2. Party B covenants to have all qualifications necessary for the performance of this Agreement, and to assume any responsibilities arising from issues of qualification and compensate Party A for losses thus incurred. Party B shall provide Party A the with true and valid and true copies of the telecommunication and information services operation permit, telecommunication value-added service license, business license, other licenses/permitsorganization code certificate, the letter of credit, information sourcestax registration certificate, bank account opening permit and other licenses and permits, creditability certificate, sources of information, bank account, and such other documents required for the normal operation of relating to Party B’s ordinary course of business as required by this Agreement, and Party B shall ensure undertake that the provided fees charged for its information service fees comply are in compliance with the relevant regulations released of the State pricing authority. If Party B also provides online game business, it shall also provide true and valid business license for value-added telecommunications business (ISP Certificate), business license for telecommunications and information services (ICP Certificate) and such other relevant licenses and permits. Party B shall compensate Party A for all losses incurred by the state pricing authoritiesauthenticity of such documents. 3.3 3. Party B must abide by Chinese comply with the laws, regulations and regulations, decrees, policies regarding of the State governing telecommunications and internet Internet information services, and undertakes shall guarantee that the contents provided information it provides will not violate the relevant Chinese State laws, regulations and or policies, nor shall it jeopardize the lawful rights and will not damage the legitimate rights & interests of any third parties and party or social public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable for any and all the consequences arising therefrom. Party B must be in position to filter the information provided by the customers, such as the chat records, and preclude all unhealthy and unlawful information. Party B shall be responsible for dealing with not use Party A’s system to send illegal information; otherwise it shall take any and all consequences thus incurred. Party B shall screen the contents of information (such as chatting information) provided by its customers to wipe out all kinds of unhealthy or illegal information, and shall properly handle any complaints arising therefrom and assume undertake any and all the economic and legal liabilitiesresponsibilities. If Party A suffers may claim compensation against Party B for any economic loss, loss or goodwill loss, damage thus suffered by it. 4. Party B shall guarantee the legitimacy of the game business it provides and shall have the right to claim indemnifications against Party B. 3.4 Party B must abide by the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses permits and/or authorizationsauthorizations necessary for providing such business. The sources of its contents are legal and non-infringing, and the service provided by Party B shall have a lawful there exist no embezzlement or unauthorized use and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of such other infringements on any third party, such as copyrights of the third party ’s copyright or other intellectual property rights or other lawful rightsrights and interests. If In case any third party initiates complaints, lawsuits or claims against Party A due to the game services of Party B’s game business, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend may temporarily cease the business under suspected infringement, the infringement dispute and transfer the disputes dispute to Party BB for resolution. In this case, and Party B shall communicate must immediately get in touch directly with the complaining party initiating such complaints or claiming party to solve the disputes claims and be liable for assume all legal and economic liabilitiesliabilities relating thereto. If Party A suffers may claim compensation against Party B for any economic loss or goodwill loss, it shall have damage thus suffered by it. 5. Throughout the right to claim indemnifications against Party B. 3.5 During the cooperation periodterm of cooperation, Party B shall not, without the Party A’s prior written consent consent, make use of any kinds of channels to interconnect, or equivalently interconnect Party A, take advantage of various channels to realize connection or connection in disguised form between the ’s mobile data applications application business of Party A and with a third partiesparty at any business levels. 3.6 6. Party B shall actively coordinate cooperate with Party A in interface testing, so as to ensure that the services will be provided in accordance with such business operation standards and interface test technical norms as provided by Party A. 7. Party B must clearly submit, with no ambiguity, all of Party A, and undertakes to provide the service strictly according various documents relating to the business standards and interface technology specifications of Party A. 3.7 Party B shall submit in a clear and unambiguous manner all the documents required for the normal provision of the business hereunderit provides, and assume all the economic and legal liabilitiesresponsibilities relating thereto. 3.8 8. Party B undertakes shall ensure to log on daily the in Party A’s designated management system specified by Party A every day to receive all the check various notices, announcements and other information, and make a timely response, failing whichinformation posted by Party A for handling in time. If Party B fails to check the information posted on the system, Party B shall be wholly liable fully responsible for all the any losses arising therefromthus incurred. 3.9 Under the guide of Party A, 9. Party B shall have the discretion right to decide define, under the guidance of Party A, the standards to judge whether to charge fees for the service or decide business it provides, provided that the specific charging standards; the service standards charge rate for a any single game business shall not be higher than that set by what is required in Party A in its A’s relevant management measures for game business management rulesbusiness. 3.10 10. Party B shall comply with and implement the Party A’s relevant management rulesmeasures, customer service standards and documents of for game business, and accept Party A regarding the A’s examination and supervision. In case Party B exits game business service for whatever reason (including compulsory exit as a result of Party A, and shall be subject to the inspection and supervision of Party A. Regardless ’s “survival of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party Afittest” process), Party B is obliged to provide a shall offer one-month buffer grace period for its withdrawal during which Party B shall continue to provide services to the customers, for customers and shall make a pubic publish announcement to the customers as to the intended termination in respect of the cease of game services at a prominent position the distinct locations of its website (WAP/WWW sites WWW) or by through other influential channelschannels with considerable influence, and then send free messages to inform the registered customers via free mobile messagesusers. Upon the termination of this cooperation, Party B shall continue to actively coordinate with diligently assist China Mobile in respect of the relevant customer-related services; customer service work, provided, however, that Party B shall still be liable for the obliged to take relevant responsibilities arising from its own acts during the cooperative period arising from the acts term of Party B.cooperation. 3.11 11. Party B shall make available a sure that the customer service channel be available and unblocked 24 hours a day, seven days a week, and establish efficient and smooth channels for 7×24 hours, establish an effective complaining channel that could effectively making complaints; Party B shall properly deal with the and resolve all kinds of customer enquiries inquiries and solve the customer complaints that are not caused as a result of the incurred by issues other than network communication breakdown of Party A. If Party A receives any of the above complaints, communication. Party B shall make an initial reply preliminary response to the Party A’s customer service department within 2 hours upon Party A’s receipt of Part A customer complaints in respect of the aforementioned contents of information, find out the reasons and stop spreading the illegal information within two (2) hours and identify the specific causes for that within one (1) 1 working day, and stop the further spread of the unlawful information. If For those customer complaints for which neither Party A and Party B could not make a is able to give reasonable explanation as to the customer complaintsexplanations, Party B shall be the final resolving party to effectively deal with properly and ultimately resolve such customer complaints. 12. Party B shall get paid for the complaints of information service by the customers. 3.12 If the . In case any customer refuses to pay the information service fee of Party B or Party A need refunds the fee to firstly refund the service fee already paid by the customer due to the Party B’s service quality of issue or due to the fact that the fee rate charged by Party B or is higher than the service standard rate above the standards set provided by the pricing authoritiesauthority, Party A may have it deducted shall deduct such amount from the information service fee to be settled and payable to Party B; in case the amount of information fee payable to Party B, if B is insufficient to deductbe deducted, Party B shall separately pay the balance such shortfall to Party A. 3.13 13. Party B shall actively do market promotion carry out marketing and advertising workwork according to the permits and arrangements of Party A. The contents of such marketing and advertising shall be marked the brand of “China Mobile Games” and UI norms as required by Party A. Any losses (including, without limitation, judicial, administrative penalties, civil indemnities, etc.) incurred to Party A arising from Party B’s discretional marketing and advertising activities without permitted by Party A shall be borne by Party B. 14. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according undertakes to the relevant requirements of Party A. 3.14 Party B undertakes that it has the have lawful ownership as to any of the products and information provided hereunderof, or obtained the necessary authorization to license authorizations that may allow Party A to use the same according duly use, any products and other relevant contents it provides to Party A for this Agreementcooperation, and undertakes that the such products and information provided by Party B hereunder does other relevant contents under cooperation will not infringe upon the legitimate rights and interests of any third party(including, including but not limited to the without limitation, copyright, right of reputation, portraiture rightright of portrait and such other rights) of any third party, etc., it is are free from of any copyright disputes and it has not violated and disputes, will not violate any laws and regulations, and Party B is entitled to authorize may be disseminated by Party A to disseminate it via the through information networknetwork with its authorization. 3.15 If 15. In case any third party lodges any complaintsinitiates an administrative complaint, brings any legal proceedings lawsuit or submits for arbitration against Party B, alleging due to the fact that Party B has no disposal right to dispose of any of the cooperative products product or information hereunder other relevant contents under cooperation, or that the authorization of made by Party B has legal defects, Party A may, as the case may as appropriate be, take any all or selectively part of the following remedies jointly or selectivelyremediate steps: 3.15.1 Terminate (1) cease the sharing distribution of the distributable income hereunder with Party B within the scope of distributable earnings under this Agreement, with the amount not exceeding what the compensation claimed by such third party claimedparty; 3.15.2 Require (2) require Party B to solve properly resolve such disputes claims at its own litigation expenses, and in which case Party B shall, at its own expenses, file as required requested by Party A, request A to the appropriate dispute resolving authorities resolution authority to add Party A participate in the dispute resolution process as a third party in such proceedings.person; 3.15.3 Terminate (3) partly or entirely terminate this Agreement in part or in whole. If Agreement; provided, however, that if the above remedies are insufficient to taking of the abovementioned measures still cannot avoid the loss of Party A, as requested by losses for Party A, Party B shall have the duty to make timely and fully indemnify full compensation to Party A and hold Party A harmless from or against all losses thus suffered, including, without limitation, any and all the losses incurred by Party A, including but not limited to the advances already paid advance payment by Party A to Party B, B and/or the any economic loss accrued incurred during the termination business interruption, reasonable attorney fees, costs of the business hereunder, the attorney’s fee, court fee and litigation or arbitration fee as paid by Party A for the purposes of resolving the disputesdispute resolution). 3.16 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit16. If in breach of this clause during Party B does not have the cooperative periodqualification to operate Internet business, Party B shall not, in any form whatsoever, provide customers with accesses to use business through Internet (including, without limitation, business ordering or requesting) during the term of cooperation, nor shall Party B advertise the business under cooperation on the websites that fail to obtain the business license for telecommunications and information services. Party B shall take full responsibilities if it breaches any of the aforementioned provisions during the term of cooperation. 17. Party B shall be solely responsible to formulate sound and wholly liable thereforeffective internal management procedures and policies, enhance the control of the authority to send its internal information and the management of the relevant staff, and ensure the legality of the business contents provided to Party A’s customers. Party B shall: (i) train its employees on the rules and regulations governing the use of Internet formulated by the State and competent telecommunications authorities; (ii) establish and perfect the users’ files; (iii) enhance the management and education on the users; (iv) improve the management measures on Internet safety and confidentiality; otherwise, Party A may terminate the cooperation with Party B. 18. Party B shall be responsible for, and conduct regular checks on, the safety of its own systems. Party B shall not attack MONET in any form whatsoever when conducting its business. Party A will notify Party B to deal with any attacks originating from Party B within a prescribed period of time, and in case Party B fails to respond in time as demanded by Party A, Party A may take relevant steps to prevent the safety issues from further escalating; in urgent cases, Party A may take relevant steps without first notifying Party B for purposes of protecting the lawful rights and interests of the customers. 19. Party B shall actively assist the competent regulator of the State and China Mobile in tracking Internet safety incidents, and provide relevant lawful documents. Party B undertakes to comply with the terms of Undertakings on Information Safety Accountability attached hereto, and further undertakes that it will not engage in any illegal activities endangering the national security, or pornographic or superstitious activities during the cooperation with Party A, and will guarantee the information safety. Party B shall be responsible for any economic loss incurred by Party A or adverse impact on Party A’s goodwill arising from its provision of illegal information. 20. Party B shall be obliged to provide Party A with the products connected to Party A’s game business platform for discounts, free experience and such other promotional activities, and Party B accepts the way how the expenses of such promotional activities will be shared between the Parties proposed by Party A at that time. 21. Party B shall guarantee the accuracy of all information concerning Party B on the game platform system, including, without limitation, name, address, tax account, ISP Certificate No., contact information and type of the company. In case of any change in such information, the corresponding information on the platform system shall be changed accordingly within 3 working days. Any changes in the company’s shareholding structure, type of company, percentage of foreign investment or such other basic information of the company shall be feedback to China Mobile within 5 working days upon such change. Any losses arising from Party B’s failure to update any of the aforementioned information shall be fully borne by Party B.

Appears in 1 contract

Sources: Cooperation Agreement (Chukong Holdings LTD)

Rights and Obligations of Party B. 3.1 Any Party B shall be responsible for the set-up and maintenance of its softwares/hardwares, including but not limited to any and all the business management ruleswork and expenses of hardware equipments, cooperative management rulessystem test & opening, credit management rulesmaintenance, customer service management rulesdaily maintenance, verification rules and information service standards and the revision thereof (specifically subject to the rules or standards released by Party A market promotion in its management system) made by Party A from time to time during the cooperative period shall be operated as annexes relation to this Agreement, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunderProject. 3.2 Party B shall provide Party A the valid agreed-upon content services and true copies of application services to the telecommunication and information services operation permit, telecommunication value-added service license, business license, other licenses/permits, the letter of credit, information sources, bank account and other documents required for the normal operation of Party B, and China Mobile Users. Party B shall ensure that the lawfulness, timeliness and reliability of the information sources. Party B undertakes to possess any and all the qualifications and authorities to provide the services hereunder, and the information provided service fees comply with by Party B shall not violate the relevant regulations released by the state pricing authorities. 3.3 Party B must abide by Chinese laws, regulations and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, laws and will not damage regulations of China nor shall it infringe upon the legitimate rights & and interests of third parties and public interests, and it will not spread any unlawful information through the system of other party. Party A, otherwise it B shall be liable for any and all the consequences arising therefrom. from the methods for providing the information and the content of such information. 3.3 The form in which Party B provides the services hereunder shall comply with the relevant rules of Party A concerning IVR services. 3.4 Party B is only authorized to conduct the businesses hereunder through the access number provided by Party A, without the written consent of Party A, Party B shall not adjust the access umber nor shall it provide any other services other than that contemplated hereunder. 3.5 The content of the businesses provided by Party B must comply with the Content Management Rules of Party A. 3.6 Party B shall comply with the requirements of the "Five Prohibitions", and shall not transmit any illegal information, or any commercial ads without consent of the clients. Any and all the advertising or publicity activities of Party B must abide by the Advertising Law of the People's Republic of China, Law of The People’s Republic of China on The Protection of Consumer Rights and Interests and other relevant laws and regulations, and shall not violate the management rules and regulations of Party A. 3.7 In the case of any violation by Party B of the relevant rules in connection with the business forms, business content, business promotions, etc., it must assume the relevant liabilities in accordance with the rules of Party A. 3.8 Party B shall be in position able to filter take appropriate actions to effectively control the Users who owe the information provided by the customers, such as the chat records, and preclude all unhealthy and unlawful informationfee. Party B shall be responsible not send any information to such customers, nor shall it allow the same to order information for dealing with all other users. If Party B, even if aware of such, still sends information to the complaints arising therefrom same or allow the same to order information for other users, Party A is entitled to claim indemnifications against Party B for any and assume all the economic losses arising therefrom, and legal liabilities. If Party A suffers any economic loss, or goodwill lossin addition, it shall have the right to claim indemnifications against terminate this Agreement. 3.9 Any and all disputes with the customers arising from Party B. 3.4 B’s contractual coordination to the emergent adjustment of the traffic load by Party B must abide A for the purposes of ensuring the normal and stable supply of IVR services shall be settled by the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided by Parties through amicable consultations. 3.10 Party B shall have a lawful and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs of send any third party, such as copyrights of the third party or other lawful rights. If due information that is unauthorized by Party A to the game services customers through the communications channels of Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and A. Party B shall communicate immediately with not provide, through the complaining or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.5 During the cooperation period, Party B shall not, without the prior written consent channels of Party A, take advantage of various channels to realize the charging services and any other business that is not authorized by Party A, 3.11 The expenses for connection or connection in disguised form between the mobile data applications business equipment of Party A B and third parties. 3.6 Party B shall actively coordinate with the interface test that of Party A, and undertakes other expenses shall be assumed by Party B. 3.12 During the validity period of this Agreement, Party B is under the obligation, as requested by Party A, to provide to Party A data-based reports concerning the service strictly development conditions, customers classifications, use habits of the customers and business prospects, and Party A shall keep these data confidential in accordance with Article 10 of this Agreement. 3.13 The advertising and publicity activities of Party B shall not be conducted and implemented unless and until approved in advance by Party A. 3.14 Party B shall fully indemnify Party A for any and all the loss caused as a result of Party B, according to the business standards and interface technology specifications loss conditions of Party A. 3.7 3.15 Party B shall submit ensure the accuracy of its information in a clear and unambiguous manner all the documents required for S▇▇▇ system, including but not limited to the normal provision of the business hereundercompany name, address, tax account number, value-added service permit number, and assume all the economic and legal liabilities. 3.8 information of contact person. In case of any change of such information, Party B undertakes to log on daily the management system specified by Party A to receive all the notices, announcements and other information, and shall make a timely responseupdate thereof, failing which, Party B shall be wholly and fully liable for the losses arising therefrom. 3.16 Party B shall ensure that it will log in the S▇▇▇ system on a daily basis to receive the various notices, announcements and other information as released by Party A, and shall effect timely disposal, failing which, Party B shall be fully liable for all the losses arising therefrom. 3.9 Under the guide of Party A, Party B shall have the discretion to decide whether to charge the service or decide the specific charging standards; the service standards for a single game shall not be higher than that set by Party A in its game business management rules. 3.10 Party B shall comply with and implement the management rules, customer service standards and documents of Party A regarding the game business of Party A, and shall be subject to the inspection and supervision of Party A. Regardless of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party A), Party B is obliged to provide a one-month buffer period for its withdrawal during which Party B shall continue to provide services to the customers, and shall make a pubic announcement to the customers as to the intended termination of the game services at a prominent position of its WAP/WWW sites or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, Party B shall continue to actively coordinate with China Mobile in respect of the relevant customer-related services; Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B. 3.11 Party B shall make available a customer service channel for 7×24 hours, establish an effective complaining channel that could effectively deal with the customer enquiries and solve the customer complaints that are not caused as a result of the network communication breakdown of Party A. If Party A receives any of the above complaints, Party B shall make an initial reply to the customer service department of Part A within two (2) hours and identify the specific causes for that within one (1) working day, and stop the further spread of the unlawful information. If Party A and Party B could not make a reasonable explanation as to the customer complaints, Party B shall be the final resolving party to effectively deal with and resolve the complaints of the customers. 3.12 If the customer refuses to pay the information service fee of Party B or Party A need to firstly refund the service fee already paid by the customer due to the service quality of Party B or the service rate above the standards set by the pricing authorities, Party A may have it deducted from the information service fee payable to Party B, if insufficient to deduct, Party B shall separately pay the balance to Party A. 3.13 Party B shall actively do market promotion and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials according to the relevant requirements of Party A. 3.14 3.17 Party B undertakes that it has the lawful legal ownership as with respect to any all of the products and information provided hereunderhereunder during the cooperative period, or has obtained all the necessary authorization authorizations to license Party A the operators to use the same according to this Agreement, and undertakes that the products and information provided by Party B hereunder does not infringe upon the legitimate rights and interests of any the third party, including but not limited to the any copyright, right of reputation, and portraiture right, etc., and that it is free from any copyright disputes and it has not violated and will does not violate any laws and regulations, and Party B is entitled to authorize Party A the operator to disseminate it them via the information network. 3.15 3.18 If any third party lodges any administrative complaints, brings bring any legal proceedings or submits for submit to arbitration against Party B, alleging that Party B has no disposal right to any of the cooperative products or information hereunder or the authorization of Party B has legal defects, Party A may as appropriate take any of the following remedies jointly or selectively: 3.15.1 Terminate : (1) stop the sharing with Party B of the distributable earnings under this Agreement, with the amount not exceeding what the third party claimed; 3.15.2 Require ; (2) require Party B to solve such disputes at its own litigation expenses, and Party B shall, as required by Party Athe company, request the appropriate dispute resolving authorities to add Party A as a third party in such proceedings. 3.15.3 Terminate ; (3) terminate this Agreement in part or in whole. If the above remedies are insufficient to avoid cover the loss of Party A, as requested by Party A, Party B shall timely and fully indemnify Party A and hold Party A harmless from or against any and all the losses incurred by Party A, including but not limited to the advances already paid by Party A to Party B, and/or the economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid by Party A for the purposes of resolving the disputes. 3.16 3.19 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperationUsers, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for publicize the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permit. If in breach of this clause during the cooperative period, Party B shall be solely and wholly liable therefor.

Appears in 1 contract

Sources: Technical Service Contract (Kongzhong Corp)

Rights and Obligations of Party B. 3.1 Any and all All the various business management rules, cooperative measures for cooperation management, management rulesrules for customer services, credit assessment management rules, customer service management rules, verification rules measures and information service standards and the revision thereof (specifically each subject to the rules or standards released what is posted by Party A in on its management system) made systems), as formulated and revised by Party A for its application software business from time to time during the cooperative period term of cooperation between the Parties, shall be operated as annexes to this Agreementconstitute supplementary appendices hereof, and Party B acknowledges the foregoing and undertakes to comply with all the requirements in providing the game service hereunderprovide application software services as required therein. 3.2 Party B shall provide Party A the valid undertakes to perform this Agreement in compliance with all laws and true copies regulations of the telecommunication State, observe and implement all management measures, customer service standards and other standardized documents formulated by Party A, and accept Party A’s examination and supervision; the software, commodities and information services operation permitit provides (including the various information and materials existing on the application platform system) are all legitimate, telecommunication value-added service licensevalid, business licensetrue and accurate and will not infringe upon the legitimate rights and interests (including, without limitation, copyright, right of reputation, right of portrait and such other licenses/permits, rights) of any third party. Failure to comply with any of the letter of credit, information sources, bank account and other documents required for the normal operation of foregoing shall be operated a breach by Party B, and Party B shall ensure that the provided service fees comply with the relevant regulations released by the state pricing authoritiesassume all compensation liabilities thus brought about. 3.3 All the products under the cooperation between Party B must abide by Chinese laws, regulations A and policies regarding the telecommunications and internet information services, and undertakes that the contents provided will not violate relevant Chinese laws, regulations and policies, and will not damage the legitimate rights & interests of third parties and public interests, and it will not spread any unlawful information through the system of Party A, otherwise it shall be liable for any and all the consequences arising therefrom. Party B must be in position to filter the information provided by the customersput online at Party A’s platform and must meet Party A’s requirements for testing; if Party B has a self-operated platform, such as the chat records, and preclude all unhealthy and unlawful information. Party B shall be responsible establish an exclusive brand area for dealing with all the complaints arising therefrom and assume all the economic and legal liabilities. If Party A suffers any economic loss, or goodwill loss, it shall have the right to claim indemnifications against Party B.and conduct necessary promotion work. 3.4 Party B must abide by Throughout the relevant laws in providing the game services hereunder, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided by Party B shall have a lawful and authentic source, and it shall not infringe upon or otherwise use without due authorizations, the IPRs term of any third party, such as copyrights of the third party or other lawful rights. If due to the game services of Party B, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringement, Party A shall be entitled to suspend the business under suspected infringement, and transfer the disputes to Party B, and Party B shall communicate immediately with the complaining or claiming party to solve the disputes and be liable for all legal and economic liabilities. If Party A suffers economic loss or goodwill loss, it shall have the right to claim indemnifications against Party B. 3.5 During the cooperation periodcooperation, Party B shall not, without the Party A’s prior written consent consent, make use of any kinds of channels to interconnect Party A’s mobile data with a third party at any business levels, take advantage nor shall it make use of various the billing functions of such channels to realize connection or connection in disguised form between the mobile data applications business of maliciously deduct fees; otherwise Party A may unconditionally close all payment channel capabilities provided to Party B without first serving a notice. In this case, Party B shall take all liabilities and third partiesconsequences thus incurred and compensate Party A for all losses arising therefrom. 3.5 Party B shall actively cooperate with Party A in interface testing, so as to ensure that the services will be provided in accordance with such business operation standards and interface technical norms as provided by Party A. 3.6 Party B shall actively coordinate with the interface test of ensure to log in Party A’s designated management system every day to check various notices, announcements and undertakes other information posted by Party A for handling in time. If Party B fails to provide check the service strictly according to information posted on the business standards and interface technology specifications of system, Party A.B shall be fully responsible for any losses thus incurred. 3.7 Party B shall submit in a clear and unambiguous manner all have the documents required for right to define, under the normal provision of the business hereunder, and assume all the economic and legal liabilities. 3.8 Party B undertakes to log on daily the management system specified by Party A to receive all the notices, announcements and other information, and make a timely response, failing which, Party B shall be wholly liable for all the losses arising therefrom. 3.9 Under the guide guidance of Party A, Party B shall have the discretion standards to decide judge whether to charge fees for the service or decide business it provides and the specific charging standards; standard fee rate, provided that the service standards charge rate for a any single game application software business shall not be higher than that set by what is required in Party A in its game business A’s relevant management rulesmeasures for application software business. 3.10 3.8 In case Party B shall comply with and implement the management rules, customer exits application software service standards and documents of Party A regarding the game business for whatever reason (including compulsory exit as a result of Party A, and shall be subject to the inspection and supervision of Party A. Regardless ’s “survival of the reasons of withdrawal from game service (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party Afittest” process), Party B is obliged to provide a must offer one-month buffer grace period for its withdrawal during which Party B shall continue to provide services to the customers, for customers and shall make a pubic publish announcement to the customers as to the intended termination in respect of the game cease of services at a prominent position the distinct locations of its website (WAP/WWW sites WWW) or by through other influential channels, and then inform the registered customers via free mobile messageschannels with considerable influence. Upon the termination of this cooperation, Party B shall continue to actively coordinate with diligently assist China Mobile Unicom WoStore in respect of the relevant customer-related services; customer service work, provided, however, that Party B shall still be liable for the obliged to take relevant responsibilities arising from its own acts during the cooperative period arising from the acts term of Party B.cooperation. 3.11 3.9 Party B shall make available a sure that the customer service channel be available and unblocked 24 hours a day, seven days a week, and establish efficient and smooth channels for 7×24 hours, establish an effective complaining channel that could effectively making complaints; Party B shall properly deal with the and resolve all kinds of customer enquiries inquiries and solve the customer complaints that are not caused as a result of the incurred by issues other than network communication breakdown of Party A. If Party A receives any of the above complaints, communication. Party B shall make an initial reply response to the Party A’s customer service department within 2 hours upon Party A’s receipt of Part A customer complaints in respect of the aforementioned contents of information, find out the reasons and stop spreading the illegal information within two (2) hours and identify the specific causes for that within one (1) 1 working day, and stop the further spread of the unlawful information. If For those customer complaints for which neither Party A and Party B could not make a is able to give reasonable explanation as to the customer complaintsexplanations, Party B shall be the final resolving party to effectively deal with properly and ultimately resolve such customer complaints. 3.10 Party B shall get paid for the complaints of information service by the customers. 3.12 If the . In case any customer refuses to pay the information service fee of Party B or Party A need refunds the fee to firstly refund the service fee already paid by the customer due to the Party B’s service quality of issue or due to the fact that the fee rate charged by Party B or is higher than the service standard rate above the standards set provided by the pricing authoritiesauthority, Party A may have it deducted shall deduct such amount from the information service fee to be settled and payable to Party B; in case the amount of information fee payable to Party B, if B is insufficient to deductbe deducted, Party B shall separately pay the balance such shortfall to Party A. 3.13 3.11 Party B shall actively do market promotion carry out marketing and advertising work. Party B shall m▇▇▇ the “China Mobile Game” brand and the UI standards in its promotion and advertising materials work according to the relevant requirements permits and arrangements of Party A.A. The contents of such marketing and advertising shall be marked the brand of “China Unicom WoStore” and UI norms as required by Party A. Any losses (including, without limitation, judicial, administrative penalties, civil indemnities, etc.) incurred to Party A arising from Party B’s discretional marketing and advertising activities without permitted by Party A shall be borne by Party B. 3.14 3.12 Party B undertakes that it has the to have lawful ownership as to any of the products and information provided hereunderof, or obtained the necessary authorization to license authorizations that may allow Party A to use the same according duly use, any products and other relevant contents it provides to Party A for this Agreementcooperation, and undertakes that the such products and information provided by Party B hereunder does other relevant contents under cooperation will not infringe upon the legitimate rights and interests of any third party(including, including but not limited to the without limitation, copyright, right of reputation, portraiture rightright of portrait and such other rights) of any third party, etc., it is are free from of any copyright disputes and it has not violated and disputes, will not violate any laws and regulations, and Party B is entitled to authorize may be disseminated by Party A to disseminate it via the through information networknetwork with its authorization. 3.15 If 3.13 In case any third party lodges any complaintsinitiates an administrative complaint, brings any legal proceedings lawsuit or submits for arbitration against Party B, alleging due to the fact that Party B has no disposal right to dispose of any of the cooperative products product or information hereunder other relevant contents under cooperation, or that the authorization of made by Party B has legal defects, Party A may, as the case may as appropriate be, take any all or selectively part of the following remedies jointly or selectivelyremediate steps: 3.15.1 Terminate (1) cease the sharing distribution of the distributable income hereunder with Party B within the scope of distributable earnings under this Agreement, with the amount not exceeding what the compensation claimed by such third party claimedparty; 3.15.2 Require (2) require Party B to solve properly resolve such disputes claims at its own litigation expenses, and in which case Party B shall, at its own expenses, file as required requested by Party A, request A to the appropriate dispute resolving authorities resolution authority to add Party A participate in the dispute resolution process as a third party in such proceedings.person; 3.15.3 Terminate (3) partly or entirely terminate this Agreement in part or in whole. If Agreement; provided, however, that if the above remedies are insufficient to taking of the abovementioned measures still cannot avoid the loss of Party A, as requested by losses for Party A, Party B shall have the duty to make timely and fully indemnify full compensation to Party A and hold Party A harmless from or against all losses thus suffered, including, without limitation, any and all the losses incurred by Party A, including but not limited to the advances already paid advance payment by Party A to Party B, B and/or the any economic loss accrued incurred during the termination business interruption, reasonable attorney fees, costs of the business hereunder, the attorney’s fee, court fee and litigation or arbitration fee as paid by Party A for the purposes of resolving the disputes. 3.16 Party B, if having no qualifications as required for the operation of network businesses, shall not in any manner whatsoever provide the service access approach to the customers via the internet during cooperation, including but not limited to the business ordering and on-demand services. Meanwhile, it shall not conduct any advertising work for the cooperative business hereunder on the website that has not procured the telecommunications and information business operation permitdispute resolution). If in breach of this clause during the cooperative periodany dispute or penalty causes losses to Party A, Party B shall fully compensate all losses thus suffered by Party A. 3.14 If Party B does not have the qualification to operate Internet business, Party B shall not, in any form whatsoever, provide customers with access to use business through Internet during the term of cooperation, nor shall Party B advertise the business under cooperation on websites that have not obtained the business license for telecommunications and information services. Party B shall take full responsibilities if it breaches any of the aforementioned provisions during the term of cooperation. 3.15 Party B shall be solely responsible to formulate sound and wholly liable thereforeffective internal management procedures and policies, enhance the control of the authority to send its internal information and the management of the relevant staff, and ensure the business contents provided to Party A’s customers and the way such contents are provided. Party B shall: train its employees on the rules and regulations governing the use of Internet formulated by the State and competent telecommunications authorities; establish and perfect the users’ files; enhance the management and education on the users; improve the management measures on Internet safety and confidentiality; otherwise, Party A may terminate the cooperation with Party B. 3.16 Party B shall be responsible for, and conduct regular checks on, the safety of its own systems. Party B shall not attack MONET in any form whatsoever when conducting its business. Party A will notify Party B to deal with any attacks originating from Party B within a prescribed period of time, and in case Party B fails to respond in time as demanded by Party A, Party A may take relevant steps to prevent the safety issues from further escalating; in urgent cases, Party A may take relevant steps without first notifying Party B for purposes of protecting the lawful rights and interests of the customers. 3.17 Party B shall actively assist the competent regulator of the State and China Unicom in tracking Internet safety incidents, and provide relevant lawful documents. 3.18 Party B shall be obliged to provide Party A with the products connected to Party A’s application software business platform for discounts, free experience and such other promotional activities, and Party B accepts the way how the expenses of such promotional activities will be shared between the Parties proposed by Party A at that time. 3.19 In case Party B’s use of Party A’s billing capabilities involves copyrighted contents, which shall include, without limitation, audios, videos, e-books and pictures, any legal liabilities arising from the copyright use shall be borne by Party B.

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Sources: Payment Authority Agreement (iDreamSky Technology LTD)