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 infringemenmet, 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 B), 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 A shall actively do market promotion and advertising work. Party B shall mark 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 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
Samples: Cooperative Agreement, Technical Service Contract (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 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 infringemenmetinfringement, 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 BA), 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 A B shall actively do market promotion and advertising work. Party B shall mark mxxx 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 2 contracts
Samples: 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 use the premises for lawful operation in accordance with the provisions of this contract, and shall abide by and accept the various management systems and regulations of Party A and the valid and true copies unified management of the telecommunication and information services operation permitproperty management company, 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 “decoration management manual” , “Property Owner’s Manual” and 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 informationproperty management code. Party B shall be responsible for dealing the relevant administrative licensing and approval procedures if party B needs to obtain the permission and approval from the relevant government departments. However, party B shall not engage in P2P financing, second-hand housing transactions, microfinance and other business, business activities of party B shall not affect the image of the building and the normal operation of Party A.
2. Party B shall pay the rent and other expenses in full and on time as stipulated in this contract. Actively cooperate with the work of party a platform, as required to submit relevant information required by party A, and to ensure the legitimacy, authenticity, accuracy, integrity and timeliness of the information provided.
3. Party B shall ensure that its office and business activities conform to the laws and regulations of the state and local governments. Party B shall bear all the complaints arising therefrom and assume all the economic and legal liabilitiesresponsibility for any complaint or lawsuit caused by Party B’s office or business activities. 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 property company is required by the relevant laws Judicial Department or other administrative departments to take part in providing the game services hereunderhandling of the incident due to party B’s actions or reasons, and shall possess any and all the government permits, production and/or use licenses and/or authorizations, and the service provided expenses incurred shall be borne 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 if the loss of reputation or otherwise claimed by any third party alleging the suspected infringemenmet, 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 other economic loss is caused to party A or goodwill loss, it shall have the right to claim indemnifications against Party B.
3.5 During the cooperation periodproperty management company, Party B shall notbear the full liability for compensation.
4. Xxxxx B and its personnel shall take care of all public facilities, equipment and property in the office building, and shall not modify any facilities and equipment in the office building without authorization. Party B Shall Bear and compensate all consequences and losses (including all losses suffered by Party A, property management company or other units or individuals) arising from the prior accidents caused by party B and its personnel.
5. Xxxxx B shall obtain the 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 property management company 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 any renovation work (including forceful withdrawal resulting from the survival-of-the-fittest appraisal of Party B), 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 A shall actively do market promotion and advertising work. Party B shall mark 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 copyrightinternal division, right alteration, installation or replacement of reputationfixtures and fittings) carried out by party B on the premises, portraiture rightand the decoration design and other drawings submitted to party a review, etcfor the record. Party B shall be responsible for obtaining the required design and approval from relevant government departments before carrying out the renovation works. All expenses arising from the above actions shall be borne by Party B. Party B shall comply with the property renovation management manual, understand in detail the matters needing attention and the prohibition of renovation, and obey the management of the property management company to ensure the safety of renovation, the final result of Fire Report shall be filed with Party A.
6. During the term of the contract, party B shall be responsible for insuring the equipment, facilities, fitment and all kinds of insurance related to party B’s business. Party B shall insure against all risks (including third party liability insurance) for the construction works during the renovation period and submit the relevant documents to the property management company for record before the commencement of the renovation. At the same time Party B shall take out property insurance for its own property.
7. Party B shall not occupy the public area of the office building without the written consent of party A and the property management company, it and to set, Install, Hang, post any text, Mark or advertisement on any part (including external glass surface, partition board and ground) outside the lease, party B shall not distribute leaflets, publicity materials or any other materials, articles or solicit customers in or near the center. The placement of Party B’s signboard shall be in accordance with the general-arrangement instructions of Party A and the property management company.
8. Xxxxx B shall not sublease the property under this contract to any third party.
9. During the lease term, party B shall maintain the main body and equipment of the leased property, undertake the maintenance responsibility and related expenses of the self-decoration part and the fire fighting and safety facilities of the property. If Party B causes damage to the property and its equipment due to its own reasons, party B shall be responsible for restoring the original condition and compensate party a for the economic losses. If Party B damages the facilities and equipment of the central system of the property (including fire protection, security, air-conditioning, communication, electrical and other systems) , the property management company shall designate professional personnel to be responsible for the maintenance, and the expenses shall be borne by Party B.
10. Party B shall not allow the premises to be used for any improper, immoral, illegal, offensive or insulting purpose, shall not in any way cause unreasonable and serious interference to the public or other clients of the office building, Harm or obstruct their rights, shall not store dangerous goods, shall not use the house for illegal activities, or, if there is free an illegal act, should Bear Legal Responsibility. Party B shall collect all the garbage and waste in the clean and tidy garbage bin in the designated area of Party A, and the property management company shall arrange the regular collection and transportation of garbage or waste.
10. Xxxxx B shall immediately notify party A and the property management company orally and in writing of any damage, injury to any person in the premises, any fire or accident in the premises or any damage, crack or defect in any water pipe, gas pipe, electric wire, device, instrument or other facilities connected to the premises.
12. Party B shall not allow the premises to be used for residential, overnight or other residential purposes, and shall not use other kitchen utensils in the premises for cooking or cooking except for the normal safe use of the microwave oven.
13. Party B shall confirm that party B shall not claim compensation or compensation to party a for the expenses and costs of any decoration and decoration.
14. If the owner transfers or mortgages all or part of the ownership or interest in the House, Party B shall provide the relevant assistance and cooperation obligations upon the request of Party A.
15. If the house falls from any copyright disputes a height due to party B and it has not violated causes casualties or property losses, party B shall be responsible for the settlement and will not violate any laws bear all the costs and regulationsdamages, and Party B is entitled shall compensate party A and other subjects for all economic losses (including but not limited to authorize Party A to disseminate it via the information networkattorney fees, compensation fees and other costs and losses) .
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 expenses, and Party B shall, as required by Party A, request the appropriate dispute resolving authorities to add Party A 16. 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 result 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 following accidents due to the customers via fault of party B directly or indirectly caused by party A or property management company or any third person’s personal or property loss, damage, party B shall make compensation and assume full responsibility:
a. Failure or disrepair of any electrical installations, appliances or wiring in the internet during cooperation, including but not limited premises;
b. Fire or smoke spreading inside or outside the house;
c. Party B causes the water inside and outside the house 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, leak or overflow;
d. Party B shall cause damage to any public area of the office building.
e. Any payment incurred by party A as a result of any claim or claim by any third party against Party A as a result of the foregoing, and Party A or property management company due to Party B claims all expenses and expenses incurred by other costs borne by Party B. If Party B fails to comply with the relevant provisions of this contract and has not made any rectification after being notified by party a (in case of emergency, party a does not need to notify) , party A or its employees or agents shall have the right to enter the premises to carry out such repairs or works. Party B shall bear all the expenses arising from such repairs or works. 18 If the contract expires or terminates in advance, party B shall remove all the articles and equipment of party B and return the leased property to its original state, ensuring that the structure of the house is in good condition (except natural wear and tear) and return it to Party A. Otherwise, party A has the right to make corresponding repairs to the house itself, and all expenses and expenses arising therefrom shall be solely and wholly borne by Party B. If Party B fails to complete the handover procedures before the termination or expiration of the lease term, party B shall be liable thereforfor breach of contract in accordance with Article 12 of this contract.
Appears in 2 contracts
Samples: Lease Agreement (Building DreamStar Technology Inc.), Lease Agreement (Building DreamStar Technology 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 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 infringemenmet, 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 B)OPT System, Party B is obliged if any personal injury or property damage occurs 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 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 A shall actively do market promotion and advertising work. Party B shall mark 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 administrative 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 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
Samples: Strategic Cooperation Contract, Contract for Strategic Cooperation (Cgen Digital Media Co LTD)
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 system1) 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 real business condition statement to Party A A, all responsibilities arising from the valid inaccurate 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 fake data shall be borne by Party B, and B.
(2) Party B shall ensure that be in charge of the provided service fees comply daily operation and maintenance of his own website platform and the customer, and actively cooperate with Party A to create network interface on the website of Party A and customer. Both parties shall create connection in accordance with the relevant regulations released technical standard agreed upon by both parties, realize the state pricing authoritiesreal-time information docking and data processing, but both parties are obliged to ensure the safety of partner’s network and customer information.
3.3 (3) Party B must abide shall actively cooperate with Party A to open electronic accounts by Chinese laws, regulations and policies regarding batch in Party A‘s system for the telecommunications and internet information services, and undertakes customers that have been already registered with Party B. And Party B shall guide customers initiatively to use the contents provided will electronic accounts opened in Party A’s system. Party B shall 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 provide fake customer data to Party A, otherwise it Party B shall be liable not take the checking responsibility for any the authenticity and all legitimacy of the consequences arising therefromcustomer information which are registered on the platform on their own initiative. Party B must shall be in position to filter responsible for the authenticity , integrity , accuracy, legitimacy of the submitted payment data. In case of any incorrect information provided by Party B and its customers or any mistakes arising out due to Party B’ other reasons, all the customers, such as the chat records, and preclude all unhealthy and unlawful information. responsibilities caused thereof shall be borne by Party B
(4) Party B shall be responsible for dealing with all the complaints customer complaints, refund applications and other disputes h arising therefrom and assume all from the economic and legal liabilitiesfake, non-updated or un-detailed website information or business content. 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 be in charge of dealing with transaction disputes with customers and authentic source, bear relevant legal liability.
(5) Party B shall verify all relevant business operated on the platform strictly 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 rightsstrengthen risk management and control. If relevant risks , losses and customer complaints and disputes arise due to the game services poor platform operation of Party B, the corresponding responsibilities shall be borne by Party B. If Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringemenmet, 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 periodaffected, Party B shall not, without compensate for 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 partieslosses caused thereof.
3.6 (6) Party B shall actively coordinate cooperate with the interface test of Party A, A to conduct customer identification and undertakes to provide the service strictly according save data pursuant to the business standards requirement of anti-money laundering and interface technology specifications of Party A.
3.7 ensure that complete and timely transaction data will be provided to the anti-money laundering monitoring and management system. Party B shall submit in a clear cooperate to freeze relevant capital, suspend or repeal the goods and unambiguous manner all the documents required services for the normal provision of the business hereunder, and assume all the economic and legal liabilitiesfraud or fake transactions.
3.8 Party B undertakes to log on daily (7) Without 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 permission of Party A, Party B is prohibited to transfer interfacing , safety protocols and certificates, which are provided by Party A, to any other third party.
(8) Party A shall have keep properly his own management account and password, In respect to all losses arising from the discretion misuse and improper-keeping of Party B's management account and password, Party A is obliged to decide whether help Party B to charge find the lost account or password.
(9) When providing the service of online borrowing agency information to customers, Party B shall promise to comply with relevant laws, rules and regulations. Party B is prohibited to set up the cash pooling, illegal fund raising, self-financing or decide provide guarantees for the specific charging standards; published debit and credit information released by itself , etc. Party B shall ensure the authenticity of all transactions.
(10) For the purpose of management, Party B shall open a special account with Party A for the customer financing risk reserve(if any)withdrawn by Party B.
(11) Any disputes with customers in connection with the provision of goods or services by Party B on its online borrowing business platform , shall be dealt with Party B itself. and has nothing to do with Party A
(12) Party B shall disclose the following statement to customers, with eye-catching mxxx and at noticeable place of the website: Bank of Jiangxi only provides transfer channel of payment information for customer transaction, any transaction disputes or arguments between customers and Party B have nothing to do with Bank of Jiangxi. The customer’s acts of continuing the transaction will be deemed as an agreement and an acceptance of the above statement”. Party B shall set the above disclosure process as the precondition for providing payment transaction service standards to customers.
(13) Party B shall timely disclose major events to Party A, which has occurred or will occur in the recent two years or within the period of validity of the agreement, including but not limited to the change of shareholder or executives, lawsuits response events and other major changes. If Party B fails to disclose timely or conceal the above events, Party A has the right to unilaterally suspend or terminate the cooperation, while Party B shall bear all losses and legal disputes incurred thereof and make compensation for a single game the losses caused to Party A.
(14) Party B shall not be higher than that set develop and test the system in strict accordance with technical specifications of Party A and pass the acceptance test before putting into operation. Party B shall make proper use of the latest version technical documents and plug-in provided by Party A and ensure that they are correctly connected into the depository system of Party A.
(15) The safety and technical requirement of the depository system and equipment shall be in its game strict accordance with the following safety management rules and requirements provided by Party A, in case of any breach of that, corresponding responsibilities shall be borne by Party B.
1. Party B shall not save any personal data of customers except the basic transaction information( including but not limited to online payment password, the validity term of the card , etc);
2. Party B shall not disclose the data of customer account and transaction data to any third party;
3. Party B shall save all the carriers which covers data of customer account and transactions in a safe area and ensure that nobody has access to them without the legal authorization of Party B.
4. Party B shall ensure the safety of the business process and ensure that all carriers of customer account and transaction data will be destroyed immediately after losing efficacy and shall not keep any of them;
5. Other cases required by Party A's safety 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 B)16) Every year, Party B is obliged to provide a one-month buffer period Party A copy of eligible and valid business license and copy of statements of annual operation or financial statements which are audited and approved by outside auditing department, thus it will be convenient for its withdrawal Party A to evaluate the operation risk.
(including forced withdrawal in the test of Party A17) during which Party B shall continue take effective measures to provide services to monitor and prevent illegal capital operation. All consequences and responsibilities arising from engaging in illegal or unfair transactions shall be borne by Party B himself.
(18) If Party B is complained for any questionable transaction, fraud transaction or certain transaction, thus investigated by the customers, and shall make a pubic announcement to bank or 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 cooperationjudiciary authority, Party B A has the right to take measures like freezing the account, limiting transaction function. depending on the seriousness. Meanwhile Party A shall continue to actively coordinate with China Mobile in respect of the relevant customer-related services; notice Party B shall still be liable for the responsibilities during the cooperative period arising from the acts of Party B.
3.11 B. Party B shall make available a customer service channel corresponding compensation 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 losses 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 (19) Party B's guarantee: Party B or Party A need has been authorized by its customers 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 deduct and collect corresponding amount 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 A shall actively do market promotion and advertising worktheir bank accounts. Party B shall mark 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 send initiative electronic instruction of the products and information provided hereunder, or obtained deduction in strict accordance with 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, agreement reached with its customers (including but not limited to deduction amount, time of deduction ,period of deduction, the copyright, right usage of reputation, portraiture right, deduction ,etc., it is free from any copyright disputes ) and it has not violated shall be responsible for the authenticity(there lies authentic transaction and will not violate any laws credit and regulations, and debit relationship between Party B is entitled and its customers), validity, accuracy, legality of the electronic instruction of the deduction. Party B shall guarantee the relevant files provided 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 and the authorization of Party B has legal defectsA's customers or agreements are true and valid, Party A may as appropriate take any of the following remedies jointly or selectively:
3.15.1 Terminate the sharing with otherwise Party B of distributable earnings under this Agreementshall bear all the risks, with the amount not exceeding what the third party claimed;
3.15.2 Require Party B to solve such disputes at its own expenses, losses 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 proceedingsresponsibilities arising out thereof.
3.15.3 Terminate this Agreement in part or in whole. If (20) Without the above remedies are insufficient to avoid the loss written consent 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 its website and network customer shall not directly or indirectly, fully or partially use the photo, article, trademark, design, and other logos with “Bank of Jiangxi”, or make improper use in any other forms or maliciously infringe relevant rights of Party A All the legal responsibilities and economic loss accrued during the termination of the business hereunder, the attorney’s fee, court fee and arbitration fee as paid losses caused thereof shall be borne 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, B. Party B may use them in a certain way with the written consent of Party A , but this kind of use shall be solely suspend and wholly liable thereforcancel when the agreement is expired and terminated.
Appears in 1 contract
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 infringemenmet, 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 B), Party B is obliged to provide a one-month buffer period for its withdrawal (including forced withdrawal transport highly toxic substances strictly 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 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, 6.13 Party B shall separately pay the balance to Party A.
3.13 actively cooperate with Party A shall actively do market promotion on the inspection, surveillance and advertising workcalculation of the inventories. Party B shall mark 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 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 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
Samples: Warehousing and Logistics Service Agreement (ShangPharma 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 infringemenmet, 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 Bfittest” process), Party B is obliged to provide a shall offer one-month buffer grace 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, 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 Party A shall actively do market promotion and advertising work13. Party B shall mark actively carry out marketing and advertising work according to the permits and arrangements of Party A. The contents of such marketing and advertising shall be marked the brand of “China Mobile GameGames” brand and the UI standards in its promotion 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 materials according to the relevant requirements of activities without permitted by Party A.A shall be borne by Party B.
3.14 14. 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 15. In case any third party lodges any initiates an administrative complaintscomplaint, 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 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
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 infringemenmet, 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 SXXX 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 SXXX 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 B), 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 A shall actively do market promotion and advertising work. Party B shall mark 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 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
Rights and Obligations of Party B. 3.1 Any Party B shall be responsible for content development and all update and to assist Party A in marketing and customer service.
3.2 Party B may use the business management rulessystem provided by Party A to effect functions such as application for games, cooperative management rulescompany information maintenance, credit management rulesinformation exchange between the Parties regarding their cooperation. Party B shall truthfully register/update in time its name, designated bank, account, contact person, customer service and such other information, and properly keep and maintain any contract information, settlement information, information on handling of complaints and breach of contract as generated by the business management rulessystem. Party B shall take proper care of, verification and shall not allow any third party to use, its user name and password for the business management system. Any losses incurred to either Party or users arising from other person’s knowledge of Party B’s user name and password for reasons attributable to Party B shall be borne by Party B on its own.
3.3 Party B may negotiate the mode of cooperation with Party A, and may determine the operation strategy for its mobile game service business at its sole discretion.
3.4 Party B shall have the right to obtain the Information Fees settled by Party A.
3.5 Party B must strictly comply with relevant industry laws, rules and information service standards promulgated by the State.
3.6 Party B guarantees that it has all the legal permits and qualifications necessary for the performance of the matters hereunder, including, without limitation, business license with legitimate business scope 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 license for internet culture operation; Party B shall provide Party A the valid with true and true copies of the telecommunication legitimate business permits for Internet information service and information services operation permitrelevant business and such other credentials, telecommunication valuecreditability certificate, adequate after-added sale service license, business license, other licenses/permits, the letter of credit, information sourcessystem, bank account and such other documents required for documents. If such license or information have any update or change during the normal operation performance of Party Bthis Agreement, and Party B shall ensure that timely provide the provided service fees comply with the photocopies of relevant regulations released by the state pricing authorities.
3.3 licenses to 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 A 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 liabilitiesarchive. If Party B has no relevant qualifications or licenses or provides contents and services beyond the permitted scope of its qualifications, Party A suffers any economic loss, or goodwill loss, it shall have the right to claim indemnifications against Party B.
3.4 terminate this Agreement and withhold all the fees not yet settled. Party B must abide shall indemnify other losses caused to Party A.
3.7 Party B shall guarantee that all the games provided by the relevant laws in providing the game services hereunderit have no right defects, that it has legal copyright or authorization, and that it has not infringed any person’s copyright, trademark, patent, trade secret and other intellectual property rights or other property right and personal right such as portrait right, and shall possess provide Party A with the copyright certificate or the authorization letter issued by the copyright owner for the relevant game.
3.8 In case of any and all issues of Party B’s own systems (such as WAP website or game server) that affect Party A’s communications system, Party B shall submit to the government permits, production and/or use licenses and/or authorizationsconnection control by Party A, and any consequence thus incurred shall be borne by Party B itself.
3.9 All the service responsibilities incurred by third party promotion channel/platform due to the games provided by Party B to the users shall have a lawful and authentic source, and it be borne by Party B. Party B shall not infringe upon hand over the business interface provided by Party A to a third party in any manner. Party A shall not assume to the users 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 any liability thus incurred.
3.10 Without Party A’s consent, Party B shall not conduct any of the following activities, which include but not limited to:
(1) unilaterally carry out business testing and provide business to the game services users;
(2) imbed and use Party A’s billing code business at the mobile terminal or UTK/STK, OTK cards whether on its own or jointly with other mobile terminal companies.
(3) use Party A’s billing code to carry out business promotion via other internet channels;
(4) use Party A’s billing code to xxxx or collect fees for other business.
3.11 Party B shall provide Party A with such data/report as information on user development, user classification, users’ habit, business prospect projection, and timely pass the users’ information as required for business management to Party A to guarantee the timely update of Party BA’s users’ information database. Meanwhile, Party A is complained, prosecuted or otherwise claimed by any third party alleging the suspected infringemenmet, and Party B acknowledge that Party A shall be entitled has the ownership to suspend the business under suspected infringement, and transfer the disputes to Party B, users’ information and Party B shall communicate immediately keep confidential the users’ information as provided herein.
3.12 Party B shall be obliged to cooperate with Part A to take necessary effective measures to reduce the complaining or claiming party number of abnormal transactions.
3.13 When providing services 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 periodusers, Party B shall not, without in any manner including but not limited to coercion, cajole or misleading, in order to make users consume or otherwise increase any unnecessary costs to users. If Party B is discovered to have any of such behaviors, regardless of whether any users have raised complaints, Party A shall have the right to deal with the issue in accordance with Clause 2.9.
3.14 Party B shall resolve any disputes arising from the safety and legality of the game contents or services it provides, and shall guarantee that the services it provides will not expose Party A’s communications network, business management platform or other third party interests to any significant potential risks. Party B shall assume any losses thus incurred to Party A and any third party and appropriately declare its responsibility in public and eliminate any adverse impact.
3.15 Party B shall xxxx the logo of “ ” on the external promotion and advertisement of the games of the Parties; the name of Party A may appear, but neither the logo of China Telecom nor the customer service number 10000 shall appear in such advertisements. The contents of the business described by Party B in any media (e.g. newspaper, radio, TV, leaflets, webpages, etc.) shall obtain the prior written consent of Party A, take advantage of various channels and shall not in any way mislead the users to realize connection or connection in disguised form between consider the mobile data applications business of game independently provided by Party B to be provided by Party A or jointly provided by both parties, and third parties.
3.6 Party B shall actively coordinate with the interface test not post any business content description to which Party A objects.
3.16 In case of subject change of Party A, and undertakes to provide B (the service strictly according to the change of holding entity of its 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 license or license for the normal provision of the value-added telecommunications 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(ISP Certificate)), Party B shall settle all fees payable to Party A and if there is no pending breach to be wholly liable for all resolved, provide the losses arising therefrom.approving notice on subject change issued by AIC, and may complete the relevant subject change procedures only after approved by Party A.
3.9 Under 3.17 Except otherwise expressly agreed between the guide of parties or agreed by Party AA beforehand, Party B shall have the discretion not transfer any rights and obligations hereunder to decide whether to charge the service or decide the specific charging standards; the service standards for a single game third party in any form whatsoever. Any transfer in violation hereof shall not be higher than that set deemed as a breach by Party A in its game business management rules.
3.10 Party B shall comply with and implement the management rulesB, 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 B), 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 take relevant breaching liability and Party A may terminate this Agreement, suspend fee settlement and require Party B 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 undertake any direct or by other influential channels, and then inform the registered customers via free mobile messages. Upon the termination of this cooperation, indirect loss thus caused.
3.18 Party B shall continue to actively coordinate with China Mobile in respect of not advertise, or make any statement favorable for, any competitor having 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 same or similar business scope as a result of the network communication breakdown of Party A. If Party A receives any of in 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 customersservices it provides.
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 A shall actively do market promotion and advertising work. Party B shall mark 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 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.
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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 infringemenmet, 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 B), 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 A shall actively do market promotion and advertising work. Party B shall mark xxxx 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 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.
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