Cooperation Agreement on Interactive Voice Responses Services
Exhibit
4.29
Cooperation
Agreement on Interactive
Voice Responses Services
Between
China
Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. (hereinafter
“China Mobile Beijing”)
Address:
Xx. 0, Xxxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx 000000
Tel.:
00-00-00000000
Fax:
00-00-00000000
Bank:
Xxxxx’an Sub-Branch, Beijing Branch, Industrial and Commercial Bank of China
Limited
Bank
Account No.: 054018-32
And
Beijing
AirInbox Information Technologies Co., Ltd (hereinafter “Beijing
AirInbox”)
Address:
00X, Xxxxxx Xxxxxxxx, Xx. 000, Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
000000
Tel.:
00-00-00000000
Fax:
00-00-00000000
Bank:
Beijing Capital Gymnasium Sub-Branch, Industrial and Commercial Bank of China
Limited
Bank
Account No.: 0200053719200031688
WHEREAS:
China
Mobile Beijing, a mobile communication operator and mobile data service
provider, offers open and paid communication channel to application providers;
and
Beijing
AirInbox, a value added communication service provider approved by
telecommunication authorities, offers value added voice service to CMCC users.
NOW,
THEREFORE,
to
provide better application services to users, it is agreed as
follows:
|
1.
|
Basic
Description of Cooperation
Business
|
|
1)
|
Basic
Conditions of Cooperation
|
|
(1)
|
Beijing
AirInbox shall, in accordance with the Decree No. 292 of the State
Council
of the People’s Republic of China titled “Rules on Management of Internet
Information Services”, be qualified for Internet information service
business operation, capable of providing a complete after-sales
service
system and meet such lawful operation conditions as having reliable
and
lawful information source.
|
1
|
(2)
|
Beijing
AirInbox shall provide China Mobile Beijing with a written and
detailed
statement of businesses in operation and their marketing
plan.
|
|
(3)
|
At
the initial stage of business operation, Beijing AirInbox shall
provide
various information services and application services to CMCC GoTone
and
Shenzhouxing users nationwide. Beijing AirInbox shall open the
Interactive
Voice Response (IVR) business to CMCC GoTone and Shenzhouxing users
nationwide through the SMS channel and voice channel of China Mobile
Beijing.
|
|
2.
|
Rights
and Obligations of China Mobile
Beijing
|
|
1)
|
China
Mobile Beijing shall allow Beijing AirInbox to connect its network
to
provide users with value added voice service. China Mobile Beijing
may
adjust voice traffic from time to time in line with the network
capacity
and, if such adjustment will affect business of Beijing AirInbox,
give a
timely prior notice to Beijing
AirInbox.
|
|
2)
|
China
Mobile Beijing shall provide Beijing AirInbox with an IVR access
number of
12590565
and relevant network interface and ensure stability of the use
of said
number. The service period of the number shall coincide with the
term of
this Agreement. If China Mobile Beijing withdraws the number before
expiration thereof, a one month written notice shall be given to
Beijing
AirInbox, and China Mobile Beijing shall cease use of the number
three
months after receiving written acknowledgement of Beijing
AirInbox.
|
|
3)
|
China
Mobile Beijing shall be responsible for providing a complete GSM
mobile
communication system and ensure stable and smooth information
transmission. If Beijing AirInbox notifies China Mobile Beijing
of any
unsmooth communication detected, China Mobile Beijing shall promptly
solve
such problem to prevent any adverse effect on the business of Beijing
AirInbox.
|
|
4)
|
China
Mobile Beijing shall open to Beijing AirInbox relevant technical
protocol
and interface standards of its network. China Mobile Beijing shall
provide
Beijing AirInbox with technical documents necessary for communication
of
the Parties and promptly solve any problem of Beijing AirInbox
in
communication.
|
|
5)
|
China
Mobile Beijing shall be responsible for providing software and
hardware
systems necessary for its network and assume the corresponding
operating
cost.
|
|
6)
|
China
Mobile Beijing shall be responsible for improving its own billing
system,
including the bank collection system, and providing relevant hardware
and
software systems.
|
2
|
7)
|
China
Mobile Beijing shall provide billing and collection agency service
to
Beijing AirInbox. China Mobile Beijing shall be responsible for
inspecting
business status of Beijing AirInbox, ensuring accuracy of billing
information and transmitting bills of users to Beijing AirInbox
promptly.
China Mobile Beijing shall provide Beijing AirInbox with clear
information
fee receipts and provide the information fee bills of users at
the request
of users.
|
|
8)
|
China
Mobile Beijing shall, upon expiration of each fee payment period,
provide
Beijing AirInbox with relevant data of the users defaulting payment
of
information service fee, so as to enable Beijing AirInbox to take
actions
against such users accordingly.
|
|
9)
|
The
Parties shall work together to carry out marketing and promotion
activities among users.
|
|
3.
|
Rights
and Obligations of Beijing
AirInbox
|
|
1)
|
Beijing
AirInbox shall be responsible for developing and maintaining its
own
software and hardware, including but not limited to all hardware,
system
debugging and testing, opening, system maintenance, day-to-day
business
management, market development involved in this project and their
costs.
|
|
2)
|
Beijing
AirInbox shall provide CMCC users with contents and application
services
within the scope agreed upon. Beijing AirInbox shall ensure the
legality,
timeliness and reliability of information source and that the information
contents provided do not violate relevant policies, laws and
regulations
of the State, and all the consequences caused by any illegal content
shall
be solely assumed by Beijing AirInbox.
|
|
3)
|
Beijing
AirInbox shall be capable of taking necessary actions to effectively
control the users that default the payment of information service
fee. To
enable normal operation of all Monternet services, in the case
of any user
defaulting the payment of information service fee, Beijing AirInbox
shall
not send any information to such user when coming into knowledge
thereof.
|
|
4)
|
Beijing
AirInbox shall submit adjustments to voice traffic made by China
Mobile
Beijing in emergencies to ensure normal and stable voice service.
Any
dispute with users arising therefrom shall be settled between the
Parties
through amicable negotiation.
|
|
5)
|
During
the term of this Agreement, Beijing AirInbox shall not send to
any user
any information not approved by China Mobile Beijing through the
communication channel provided by China Mobile Beijing. Beijing
AirInbox
shall not use such communication channel provided by China Mobile
Beijing
to provide any payment collection service.
|
3
|
6)
|
Beijing
AirInbox shall pay the transmission cost and monthly rental for
interconnecting its equipments with China Mobile Beijing network.
|
|
7)
|
During
the term of this Agreement, Beijing AirInbox shall be obligated
to provide
China Mobile Beijing with reports, at its request, on such data
as user
development status, user classification, user habits and business
outlook
projection. China Mobile Beijing shall be obligated to keep confidential
such data in accordance with Article 10
hereof.
|
|
8)
|
The
Parties shall work together to carry out marketing and user promotion
activities. Any business publicity activity and promotional measures
of
Beijing AirInbox in Beijing shall be reported to China Mobile Beijing
in
advance for approval before implementation. The Parties shall negotiate
a
separate plan for business publicity and marketing.
|
|
9)
|
Beijing
AirInbox shall ensure that any cooperative product and other relevant
contents provided to China Mobile Beijing during cooperation is
accompanied with lawful ownership or lawful authorization used
by the
licensed operator in accordance with this Agreement. Beijing AirInbox
shall further ensure that such cooperative product and other relevant
contents do not infringe any lawful interests of any third party
(including but not limited to copyright, right of reputation and
right of
portrait), that there are no copyright disputes or violation of
any laws
and regulations, and that the operator may be authorized to transmit
such
products or contents through information network.
|
|
10)
|
In
the case of any administrative compliant, lawsuit or arbitration
brought
by any third party due to the fact that Beijing AirInbox has not
right to
dispose of any cooperative product or other relevant contents or
any
defect exists in the authorization made thereby, China Mobile Beijing
may
take the following remedies on a selective or aggregate basis in
line with
the circumstances: (1) terminating distribution of distributable
earnings
with Beijing AirInbox under this Agreement within the amount claimed
by
such third party; (2) requesting Beijing AirInbox to properly deal
with
the issue at its own cost and, at the request of the company, apply
to a
dispute resolution organization at its own cost for adding it as
a third
party in the process of dispute resolution; and/or (3) terminating
this
Agreement in part or in whole. If loss still occurs to the company
after
said remedies are taken, Beijing AirInbox shall be obligated to,
at the
request of the operator, compensate the company for all the losses
(including but not limited to the advance payment made by the operator
to
Beijing AirInbox or financial loss incurred during business disruption,
and reasonable attorney fee and court cost paid by the company
for dispute
resolution) in full on a timely basis, so as to protect it from
any
loss.
|
|
11)
|
If
Beijing AirInbox is not qualified for operating Internet business,
Beijing
AirInbox shall not provide users with service access through Internet
in
any form during cooperation (including but not limited to service
subscription and service on demand), or promote the cooperation
business
on the website not issued the Business License for Telecommunication
and
Information Service Business. If Beijing AirInbox breaches any
of the
foregoing provisions during cooperation any and all the liabilities
incurred therefrom shall be solely borne by Beijing
AirInbox.
|
4
|
4.
|
Rights
and Responsibilities of the
Parties
|
|
1)
|
Beijing
AirInbox shall be responsible and liable for any user dispute in
connection with the content of information or service. China Mobile
Beijing shall be responsible and liable for any user dispute in
connection
with the network of China Mobile Beijing. Any user dispute arising
from
unsmooth transmission between the Parties shall be dealt with by
the Party
held liable when the causes are identified by the Parties. Any
user
dispute arising from unsmooth transmission due to any third party
causes
shall be solved between the Parties through negotiation.
|
|
2)
|
The
contents and applications provided b Beijing AirInbox shall not
exceed the
scope set forth in the Rules on Management of Interactive Voice
Response
Business, or otherwise China Mobile Beijing may terminate this
Agreement
and Beijing AirInbox shall be liable for breach hereof. China Mobile
Beijing may supervise business operation of Beijing AirInbox, which
shall
provide assistance to China Mobile Beijing to avoid any adverse
effect of
Beijing AirInbox business operation on normal operation of China
Mobile
Beijing. If Beijing AirInbox breaches this Agreement in its business
operation, which causes any adverse effect on normal operation
of China
Mobile Beijing, China Mobile Beijing may terminate this Agreement
and
Beijing AirInbox shall be liable for breach hereof.
|
|
3)
|
Beijing
AirInbox shall give a one month formal written notice of its intent,
if
any, to increase or decrease part of the business in connection
with the
cooperation, or change the price of part of the business. If China
Mobile
Beijing consents to such change by Beijing AirInbox in the price
of part
of the business, China Mobile Beijing shall give Beijing AirInbox
a
written notice to implement price change. If China Mobile Beijing
consents
on addition of part of the business by Beijing AirInbox, Beijing
AirInbox
shall test such additional business and provide China Mobile Beijing
with
regular test reports, and shall not launch such business on the
market and
offer to users before approval of China Mobile Beijing.
|
|
5.
|
Earnings
of the Parties
|
|
1)
|
China
Mobile Beijing shall charge its mobile users for using the IVR
service
hereunder at the following rates:
|
|
(1)
|
Rates
for users using the service in the local province as calling
party
|
|
Peak
Hours: RMB 0.3/min.
|
5
|
Off-Peak
Hours: RMB 0.15/min.
|
|
Off-peak
hours mean 23:00 ~ 7:00, except in Xinjiang Uygur Autonomous Region
and
Tibet Autonomous Region where the period shall be delayed for 2
hours due
to time difference.
|
|
(2)
|
When
users use this service in a roaming province as the calling party,
the
rate shall be RMB 0.5/min.
|
|
(3)
|
When
the users use this service as the called party, the rate of the
phone fee
currently in force shall apply.
|
|
(4)
|
Users
during outbound or inbound international roaming have no access
to IVR
service.
|
|
(5)
|
One-minute
communication fee will be charged for any use of said service less
than
one minute.
|
|
2)
|
The
information service fee incurred during the mobile user uses any
service
hereunder shall be calculated and collected at the rate determined
by
Beijing AirInbox. Beijing AirInbox shall report such charging rates
competent to price authorities and promptly notify China Mobile
Beijing
thereof.
|
|
Note:
The IVR service incurs both voice information fee and SMS information
fee.
As Beijing AirInbox has entered into the Agreement on Cooperation
in
Monternet Short Message Service Business with China Mobile Beijing
(hereinafter “Monternet Agreement”), the SMS part of the information
service fee incurred from the IVR service shall be managed and
settled in
accordance with the Monternet Agreement, while this Agreement only
deals
with settlement of the voice part of the information service fee
incurred
from the IVR service. The “information service fee” used in the following
section only refers to the voice information fee incurred from
IVR
service.
|
|
3)
|
China
Mobile Beijing shall provide Beijing AirInbox with information
service fee
billing and collection service. All the information service fees
incurred
from the use of IVR service by users across the country, as recorded
in
the monthly accounts, shall be the information service fees receivable.
China Mobile Beijing shall pay 70% of such information service
fees
receivable to Beijing AirInbox, with the remaining 30% payable
by Beijing
AirInbox to China Mobile Beijing as the billing and collection
service
fee. China Mobile Beijing shall assume the risk of payment default
by
local users.
|
|
6.
|
Settlement
Method
|
| 1) |
Settlement
Point: To be set under requirements of China Mobile
Beijing.
|
|
2)
|
Settlement
Method
|
|
Beijing
AirInbox equipments are interconnected via optical fibers with
the mobile
data network of China Mobile Beijing and the billing information
recorded
in the switch of China Mobile Beijing shall be final.
|
6
|
(1)
|
The
billing period shall commence on 00:00 of the first day of each
month and
end at 24:00 of the last day of the same month, with the starting
date of
the billing period changed to the first day of each month. The
settlement
period shall be from the 15th
day to the 20th
day of each month, and the fees incurred from the first day to
the last
day of a month shall be settled in the immediate next month. After
expiration of each normal billing period, China Mobile Beijing
shall
calculate the information fee receivable of the corresponding month
and
the unbalanced communication fee payable to China Mobile Beijing,
based on
which the settlement shall be made between the Parties.
|
|
(2)
|
The
billing system of China Mobile Beijing settles the total amount
of the IVR
information fee of the present month, and China Mobile Beijing
shall pay
Beijing AirInbox 70% of such total amount of the information fee
and
request the service sector invoice therefrom. Beijing AirInbox
shall issue
the invoice in the settled amount and mail to China Mobile Beijing
before
the 18th
day (the date indicated on the postmark) of each month. China Mobile
Beijing shall pay the invoice after reception thereof before the
25th
day in the same month.
|
|
(3)
|
The
Parties shall strictly follow requirements on the method and period
of
settlement during settlement and payment. Any Party failing to
pay the
settlement amount within the specified timeframe shall pay the
receiving
Party a penalty equal to 1‰ of the amount payable for each day of delay.
|
|
3)
|
Notwithstanding
any dissidence against the xxxx of the previous month, Beijing
AirInbox
shall issue the invoice to China Mobile Beijing before the 18th
day (the date when the invoice is delivered to the place designated
by
China Mobile Beijing) each month, and China Mobile Beijing shall
pay
Beijing AirInbox the settled information fee in the invoice amount
by the
end of the same month after receiving the lawful invoice issued
by Beijing
AirInbox. That is to say, no matter the Parties are able to complete
reconciliation or not in due course, settlement shall be made based
on the
amount indicated on the reconciliation statement, and any deficiency
or
excess thereof determined in reconciliation shall be paid or refunded
in
the next period or later.
|
|
7.
|
Promotion
|
|
IVR
service is a part of the open business of “Monternet Startup Scheme” of
CMCC, and subject to central arrangement of CMCC in its promotion.
The
Parties shall cooperate with each other, share the costs thereof,
and
jointly develop and implement marketing plan and promotional
strategy.
|
7
|
1)
|
Beijing
AirInbox shall promote the IVR business together with China Mobile
Beijing
on a cooperative and supplemental basis and maintain a consistent
promotion coverage and progress. The Parties shall share the promotion
costs on an equal basis. If Beijing AirInbox does not assume the
promotion
cost, Beijing AirInbox shall provide publicity of China Mobile
Beijing as
compensation on its website or other media.
|
|
2)
|
Beijing
AirInbox shall provide the content of promotion and be responsible
for the
accuracy and validity of such content. The Parties shall jointly
discuss
and verify the content of
promotion.
|
|
3)
|
Beijing
AirInbox shall indicate identifications of CMCC and MONTERNET business
as
well as the Chinese and English names of China Mobile Beijing on
highly
visible areas (most hit areas) at its website, and provide links
to
xxx.Xxxxxxxxx.xxx,
xxx.XxxxxXxxxxx.xxx
and xxx.xxxx.xxx.xx.
|
|
4)
|
China
Mobile Beijing will in principle not promote specific business
lines of
Beijing AirInbox, and instead primarily promote and build the Monternet
and IVR brands. Beijing AirInbox shall, when promoting the content
of its
IVR business, promote the content approved by China Mobile Beijing
(with
the China Mobile Beijing as sponsor and Beijing AirInbox as co-sponsor),
ensure the consistency of promotion, and indicate CMCC identification
as
well as Chinese and English names of China Mobile Beijing in its
promotional materials.
|
|
8.
|
Customer
Service
|
|
To
ensure normal use of IVR service by customers, the Parties shall
maintain
a long-term, stable, convenient and effective customer service
system.
|
|
1)
|
Beijing
AirInbox shall ensure that all customers fully understand the price,
content and the way of providing service before using the IVR
service.
|
|
2)
|
Any
IVR SMS and voice service received by the user must be the information
proactively demanded or subscribed by the user, or information
bought by
another GoTone user for such user. Beijing AirInbox shall ensure
the
appropriateness and legality of the information content when providing
IVR
service to users, and China Mobile Beijing shall be entitled to
monitor
and strengthen management of the IVR content provided by Beijing
AirInbox.
|
|
3)
|
China
Mobile Beijing shall be responsible for dealing with the customer
consultation and complaints of customers arising from problems
in the
communication network.
|
|
4)
|
The
customer service center 1860 of China Mobile Beijing and its main
business
outlets shall be responsible for dealing with customer consultation
and
complaints about the IVR service, and forward any question or problem
on
information content and service to the customer service center
of Beijing
AirInbox.
|
8
|
5)
|
Beijing
AirInbox shall open a 24-hour service hotline and disclose the
number to
customers through its website or external promotional materials.
The
number of said hotline shall be:
|
|
6)
|
Beijing
AirInbox shall assign full time persons to deal with customer complaints
on information content and service, and ensure that any such customer
complaint will be solved within three days upon reception
thereof.
|
|
9.
|
Confidentiality
|
|
1)
|
“Proprietary
Information” means the information a Party receives from and developed,
created or discovered by or transferred to the disclosing Party,
and is
valuable to the disclosing Party. The Proprietary Information includes
but
not limited to business secrete, intellectual property and technical
secret.
|
|
2)
|
The
Parties shall keep confidential their own and the other Party’s
Proprietary Information such as intellectual property and business
secret.
Any Party shall keep confidential any Proprietary Information of
the other
Party and not disclose to third parties any Proprietary Information
involving technical or business secret of the other Party without
written
consent of the other Party.
|
|
3)
|
The
Parties shall keep confidential this cooperation and the content
hereof.
Without prior written consent of the other Party, no Party shall
disclose
to any third party this cooperation and the content of this Agreement
between the Parties.
|
|
10.
|
Liability
for Breach of this
Agreement
|
|
Any
Party failing to perform any provision hereunder shall be deemed
in breach
of this Agreement. Any Party receiving a detailed written notice
of such
breach from the other Party shall, if such breach is confirmed,
correct
such breach and notify the other Party in writing. If the alleged
breach
does not exist, the notified Party shall provide a written dissidence
or
explanation to the other Party within twenty days. In such case,
the
Parties may settle such issue through negotiation and, if such
negotiation
fails, shall be solved in accordance with the dispute resolution
provision
hereunder. The breaching Party shall bear any and all the financial
losses
incurred to the innocent Party due to its breach hereof.
|
|
11.
|
Exemption
|
|
Where
the Parties or a Party cannot perform obligations hereunder in
part or in
whole due to any force majeure event, none of the Parties shall
be held
liable for breach hereof, provided that the affected Parties or
Party
shall provide a notice to the other Party within fifteen days after
occurrence thereof together with relevant supporting documents.
The
affected Party or Parties shall continue to perform this Agreement
after
the effect of such force majeure event ceases.
|
9
|
12.
|
Dispute
Resolution
|
|
Any
dispute arising from or in connection with performance of this
Agreement
may be settled through amicable negotiation between the Parties.
If such
negotiation fails, either Party may refer such dispute to Beijing
Arbitration Commission for arbitration in accordance with the arbitration
rules thereof. The arbitration award shall be final and binding
upon both
Parties.
|
|
13.
|
Term
of this Agreement
|
|
This
Agreement shall become effective on November 1, 2007 and expire
on October
31, 2008, and shall be automatically extended for six months if
none of
the Parties give a written notice of terminating this Agreement
within one
month before expiration hereof. This Agreement may be automatically
extended for another six months upon expiration of said extension,
unless
a Party request termination hereof during the extension period.
Such
extension shall be in periods of 6 months and not limited in its
number. A
Party having any dissidence shall notify the other Party thirty
days
before expiration of this Agreement or the present extension hereof
in
writing or by E-mail.
|
|
14.
|
Effectiveness,
Change, Termination and Extension of this
Agreement
|
|
1)
|
This
Agreement shall be in nine
pages and four copies, and become effective upon signature and
sealing by
duly authorized representatives of the Parties. China Mobile Beijing
shall
hold three copies and Beijing AirInbox shall hold one copy, each
being
equally authentic.
|
|
2)
|
The
appendix to this Agreement shall constitute an integral part hereof
and
bear the same legal effect as this Agreement.
|
|
3)
|
During
the term of this Agreement, the Parties may change relevant provisions
hereof or terminate this Agreement through amicable negotiation.
Any Party
intended to change or terminate this Agreement shall give a 30-day
written
notice to the other Party. Any Party terminating this Agreement
at its
sole discretion shall compensate the other Party for any and all
the
losses incurred thereto.
|
|
4)
|
During
the cooperation hereunder, Beijing AirInbox shall not send to users
any
irrelevant information, such as ads, through the communication
channel
provided by China Mobile Beijing. Once detected, any such activity
shall
result in compensation by Beijing AirInbox for the financial losses
incurred to China Mobile Beijing and entitle China Mobile Beijing
to
terminate this Agreement.
|
|
5)
|
Beijing
AirInbox shall not send any information to any user defaulting
payment of
IVR information fee, or allow any user defaulting payment of IVR
information fee to order any information for any other users. If
Beijing
AirInbox sends information to such defaulting users or allow them
to user
IVR service thereof while knowing such default, China Mobile Beijing
may
request Beijing AirInbox to compensate the financial loss incurred
from
such default of payment by users and terminate this
Agreement.
|
10
|
6)
|
Any
Party directly or indirectly breaching any provision hereof or
failing to
perform its obligations hereunder, or failing to make timely and
full
performance of such obligations, shall be deemed to breach this
Agreement.
The innocent Party shall be entitled to give the breaching Party
a written
notice requesting the breaching Party to correct such breach and
take
sufficient, effective and timely actions to eliminate any effect
thereof
and compensate the innocent Party for any loss incurred from such
breach.
If the breaching Party fails to correct such breach within ten
days upon
receiving the said notice, the innocent Party may terminate this
Agreement
at its sole discretion by giving a written notice and hold the
breaching
Party liable for breach hereof.
|
China
Mobile Telecommunications Group Corporation (Beijing )Co., Ltd.
(Corporate
Seal)
Authorized
Representative: (signature)
Date:
January 17, 2008
Beijing
AirInbox Informatino Technologies Co., Ltd.
(Corporate
Seal)
Authorized
Representative: (signature)
Date:
January 8, 2008
Annex
I:
Description
of business scope and charges.
11
