CMBJ-2007-00003939-SW-00000288 Cooperative Agreement on Voice Magazine Service
Exhibit 4.27
CMBJ-2007-00003939-SW-00000288
Cooperative Agreement on Voice Magazine Service
Contract No.:
Party A : China Mobile
Group Beijing Co., Ltd.
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Party B : Shanghai Weilan Computer Co., Ltd. | |
Add: 0 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxx
District, Beijing
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Add: 00/X, Xxxxx Xxxxx, 000 Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx |
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Zip Code: 100027
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Zip Code: 100017 | |
Tel: 00000000
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Tel.: 000-00000000 | |
Fax: 00000000
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Fax: 000-00000000 | |
Bank of deposits:
Xxxxx’an Subbranch,
Beijing Branch, ICBC
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Bank of deposits: the People’s square Subbranch, Shanghai Branch, ICBC | |
A/C: 054018-32
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A/C: 1001205809006811170 |
Whereas:
China Mobile Beijing Co., Ltd. (hereinafter referred to as “Party A”) , a mobile communication
operator and mobile data service provider, offers open and paid communication channel to
application providers;
Shanghai Weilan Computer Co., Ltd. (hereinafter referred to as “Party B”), a communication
value-added service provider approved by the telecommunication authorities, offers Voice
value-added service to CMCC users.
On the principle of equal cooperation, mutual benefit and common development, both parties have,
through sufficient negotiation, agreed on the following agreement terms on Voice Magazine service
with a view to offering better application service to users:
1. Basic description of cooperative business
(1). Basic conditions for cooperation
1) Party B 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.
2) Party B shall provide Party A with detailed written description on available services and
marketing and promotion plans.
3) Party B shall, at the initial stage of business operation, offer to nationwide “GoTone” and
“EasyOwn” users of China Mobile various information and application services. Party B will have
nationwide “GoTone” and “EasyOwn” users of China Mobile had access to Voice Magazine by using
the SMS channel of Party A.
CMBJ-2007-00003939-SW-00000288
2. Rights and obligations of Party A
(1). Party A allows Party B to gain access to the network of Party A for the purpose of providing
users with voice value-added service. Party A has the right to adjust voice traffic in good time
based on network capacity. If such adjustment will affect the business of Party B, Party A shall
inform Party B ahead of time.
(2). Party A shall Provide Party B with the Voice Magazine access number of 12590891 and
corresponding network interface. Party A shall ensure stability of the use of said number. The
service life of such number is as long as the term of validity of the agreement. In case Party A
needs to recover this number ahead of schedule, it shall inform Party B in written one month ahead
of time and terminate the use of such number after 3 months upon receipt of a written confirmation
from Party B.
(3) Party A shall undertake to provide perfect GSM mobile communication system and ensure stable
and smooth information transmission. In case communication is blocked, Party A shall promptly shoot
the troubles upon receipt of notice from Party B to avoid any impact on the business of Party B.
(4). Party A shall allow Party B to have access to relevant technical protocol standard and
interface standard of its network. Party A shall Provide Party B with necessary technical documents
for communication between both parties and shall promptly shoot relevant troubles for Party B in
terms of communication.
(5). Party A shall prepare necessary software and hardware system for the network of Party A and
shall bear relevant operation expenses.
(6). Party B shall undertake the modification of its own billing system, including the agency
charge system of bank. Cost of relevant hardware and software shall for the account of Party A.
(7) Party A shall provide Party B with agency billing and charge service. Party A shall inspect the
s of Party B to ensure the accuracy of billing information and shall promptly transmit the billing
list of users to Party B. Party A shall provide customers with clear information fee receipts and
provide the information fee bills of users at the request of users.
(8). Party A shall, after the end of each pay period, provide Party B with relevant data on users
who haven’t paid information fee so that Party B can take appropriate measures against such users.
(9). Both parties shall jointly perform marketing promotion and user publicity.
3. Rights and obligations of Party B
(1). Party B shall be responsible for the development and maintenance of its own software and
hardware, including but not limited to all the hardware equipment, system adjustment and test,
opening, system maintenance, daily business management and market exploration involved in this
project.
(2). Party B shall provide users of China Mobile with various contents and application service as
agreed. Party B shall ensure legal, timely and reliable information sources. Party B shall ensure
that the information provided conform to applicable state policies, laws and regulations and
decrees. Party B shall accept any consequence from illegal content.
(3). Party B 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, Party B shall
not send any information to such user when coming into knowledge thereof.
(4). Party B shall be subject to any adjustment and arrangement for the purpose of ensuring normal
and stable voice service in emergency situations and both parties shall settle any dispute in
consequence thereof through negotiation.
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CMBJ-2007-00003939-SW-00000288
(5). During the term of validity of this agreement, Party B may not send through the communication
channel provided by Party A to users any advertisement or other information without approval by
Party A .Party B may not provide any agency charge service through the channel provided by Party A.
(6). Party B shall pay the transmission cost and monthly rental for interconnecting its equipments
with Party A.
(7). During the term of validity of this agreement, Party B is obliged to, upon request of Party A,
provide Party A with report on development, classification and usual practice of users and
forecasts for business prospective. Party A shall hold such data in confidence pursuant to the
provisions as contained in Article 10.
(8). Both parties shall jointly perform marketing promotion and user publicity. Party B may not
conduct any business publicity and promotion activities in Beijing unless it has submitted relevant
report to Party A ahead of schedule and obtained its consent. Both parties shall agree on business
publicity marketing promotion plans separately.
(9). Party B shall undertake that it is provided with legal title to or legal authority for
allowing operators to use any cooperative products and other relevant contents it provides with
Party A during cooperation, and shall undertake that the cooperative products and other relevant
contents infringe no legitimate interest of any third party (including but limited to copyright,
right of reputation and right of portraiture) , are free of any disputes concerning copyright,
violate no laws and regulations and may authorize operators to transmit information through the
networks.
(10). In case any third party brings administrative complaints, suits or arbitration against Party
A because Party B has no right to dispose any cooperative product and other relevant contents or
there is any defect in the authorization as made by it, party A has the right to jointly or
selectively take the following remedy measures as appropriate: (1) to terminate distribution of
distributable profits under this agreement to Party B within the scope of claim made by the third
party; (2)to require Party B to properly settle the disputes at its own cost and Party B shall,
upon request of the company, apply to the disputes settlement authority for participation in the
settlement of disputes at its own cost; (3) to terminate part or the whole of the agreement. If the
company still incurs loss though above measures have been taken, Party B is obliged to, upon
request of the operator, hold harmless and promptly indemnify the company from any loss in
consequence thereof (including but not limited to any economic loss resulting from any advance paid
by operators to Party B or suspension of business, reasonable attorney fee and court fee incurred
for settlement of disputes).
(11). In case Party B is not qualified for operation of Internet business, Party B may not, during
cooperation, provide users with access to its services (including but not limited to services
subscription and on-demand broadcast) through Internet in any form. Meanwhile, Party B may not
promote cooperative services on website which is not provided with Operation License for
Telecommunication and Information Service. Party B shall undertake all liabilities if it violates
above terms during cooperation period.
4. Responsibilities and rights allocation
(1). Party B shall be liable for any user dispute in terms of the content of information and
service. Party A shall be liable for any user dispute arising from its network. In case of user
dispute due to blocked transmission between both parties, the parties hereto shall ascertain the
causes and require the liability party to settle such dispute; and in case of user dispute due to
blocked transmission caused by any third party, the parties hereto shall settle such dispute
through negotiation.
(2). The content provided by Party B may not go beyond the range as described in the Management
Method for Voice Magazine Service; otherwise, Party A has the right to terminate this agreement and
Party B shall bear the default liabilities. Party A has the right to supervise the provision of
service by Party B and Party B shall coordinate Party A in its work to avoid any negative impact of
party B’s service on normal services of Party A. In case Party A’s normal services are negatively
affected by Party B for provision of service contrary to provisions as contained in this agreement,
Party A has the right to terminate this agreement and Party B shall bear the default liabilities.
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CMBJ-2007-00003939-SW-00000288
(3). Party B shall, one month ahead of time, submit to Party A a formal application in written form
if it needs to add or reduce or change the price of some of its services involved in cooperation
under this contract Party A shall advise Party B to change the price of some of its services if it
consents thereto; if a written consent from Party A is obtained, Party B shall test additional
service and submit test report to Party A at regular intervals. Additional service may not be
promoted in the market unless Party A determines through examination that it is mature.
5. Benefits of both parties
(1) Party A shall charge its mobile users at the following rate for their access to the Voice
Magazine service as agreed in this agreement:
1). Fee rate for users as a calling party when using the service within the province where they
reside in
Busy hour: RMB0.3 Yuan/minute
Idle hour: RMB0.3 Yuan /minute
Idle hour: 23:00-7:00, subject to postponement of two hours due to time difference in case of
Xinjiang and Tibet Autonomous Region.
2). When users use this service in a roaming province as the calling party, the rate shall be RMB
0.5 Yuan /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 Voice Magazine 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 Party B, which shall report such fee rates to
competent price authorities and promptly notify Party A thereof
Note: The Voice Magazine service incurs both voice information fee and SMS information fee. As
party B has concluded with Party A the Agreement on Cooperation in Monternet Short Message Service
Business (hereinafter referred to as “Monternet Agreement”), the SMS part of the information
service fee incurred from the Voice Magazine service shall be managed and settled in accordance
with the Monternet Agreement. Thus, as this Agreement only deals with settlement of the voice part
of the information service fee incurred from the Voice Magazine service. The information service
fee used in the following section refers only to the voice information fee incurred from Voice
Magazine service.
(3) Party A shall provide Party B with information service fee billing and collection service. All
the information service fees incurred for the use of Voice Magazine service by users across the
country, as recorded in the monthly accounts, shall be the information service fees receivable.
Party A shall pay 70% of such information service fees receivable to Party B, with the remaining
30% payable by Party B to Party A as the billing and collection service fee. Party A shall assume
the risk of payment default by local users.
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CMBJ-2007-00003939-SW-00000288
6. Settlement method
(1). Settlement Point: To be set as required by Party A.
(2). Settlement method:
Equipment of Party B are interconnected via optical fibers with the mobile data network of Party A
and the billing information recorded in the switch of Party A shall be final. Details are as
follows:
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, Party A shall calculate the information fee receivable of the corresponding month and
the unbalanced communication fee payable to Party A, based on which the settlement shall be made
between the Parties.
2). The billing system of Party A settles the total amount of the Voice Magazine information fee
of current month, and Party A shall pay Party B 70% of such total amount of the information fee
and request the service sector invoice therefrom Party B shall issue the invoice in the settled
amount and mail to Party A before the 18th day (the date indicated on the postmark)
of each month. Party A shall pay the invoice upon receipt thereof before the 25th day
in the same month.
3). The Parties hereto 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 to the receiving Party a penalty equal to 1‰ of the amount payable
for each day of delay.
(3). Whether there is any objection on the xxxx of the previous month, Party B shall issue the
invoice to Party A before the 18th day (the date when the invoice is delivered to the
place designated by Party A) each month, and Party A shall pay Party B the settled information fee
in the invoice amount by the end of the same month after receiving the lawful invoice issued by
Party B. That is to say, whether the reconciliation is completed 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
Voice Magazine 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 hereto shall cooperate with
each other, share the costs thereof, and jointly develop and implement marketing plan and
promotional strategy. Details are as follows:
(1). Party B shall promote the Voice Magazine service together with Party A on a cooperative and
supplemental basis and maintain a consistent promotion coverage and progress. The Parties hereto
shall share the promotion costs on an equal basis. If Party B bears no promotion cost, it shall
provide publicity of Party A as compensation on its website or other media.
(2). Party B 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). Party B shall indicate logo 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) Party A will in principle not promote specific business lines of Party B, and instead primarily
promote and build the Monternet and voice magazine brands. Party B shall, when promoting the
content of its voice magazine business, promote the content approved by Party A (with the Party A
as sponsor and Party B as co-sponsor), ensure the consistency of promotion, and indicate CMCC logo
as well as Chinese and English names of China Mobile Beijing in its promotional materials.
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CMBJ-2007-00003939-SW-00000288
8. Customer service
To ensure normal use of voice magazine service by customers, the Parties hereto shall maintain a
long-term, stable, convenient and effective customer service system Details are as follows:
(1) Party B shall ensure that all customers fully understand the price, content and the way of
providing service before using the voice magazine service.
(2) Any voice magazine 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. Party B shall ensure the appropriateness and legality of the information content when
providing voice magazine service to users, and Party A shall be entitled to monitor and strengthen
management of the voice magazine content provided by Party B.
(3) Party A shall be responsible for dealing with the customer consultation and complaints arising
from problems with the communication network.
(4) The customer service center 1860 of Party A and its main business outlets shall be responsible
for dealing with customer consultation and complaints about the voice magazine service, and forward
any problem with information content and service to the customer service center of Party B.
(5) Party B 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:021-53854588.
(6) Party B 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
receipt thereof.
9. Confidentiality
(1) “Proprietary Information” means the information a Party receives from the other party during
cooperation. Such information is developed, created or discovered by or transferred to the
disclosing Party and is valuable to the disclosing Party. The Proprietary Information includes but
is not limited to business secrete, intellectual property and technical secret.
(2). The Parties hereto 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 hereto 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. Default liabilities
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 within 20 days upon
receipt of such notice. If the alleged breach does not exist, the notified Party shall provide a
written objection 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, such issue 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.
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CMBJ-2007-00003939-SW-00000288
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.
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 neither of the Parties give a written notice of
terminating this Agreement 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 objection 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. Party A shall hold three
copies and Party B shall hold one copy, each being equally authentic.
(2). The appendix hereto 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 period, Party B shall not send to users any irrelevant information,
such as ads, through the communication channel provided by Party A. Once detected, any such
activity shall result in compensation by Party B for the financial losses incurred to Party A and
entitle Party A to terminate this Agreement.
(5). Party B shall not send any information to any user defaulting payment of Voice Magazine
information fee, or allow any user defaulting payment of Voice Magazine information fee to order
any information for any other users. If Party B sends information to such defaulting users or allow
them to use Voice Magazine service thereof while knowing such default, Party A may request Party B
to compensate the financial loss incurred from such default of payment by users and terminate this
Agreement.
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(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 Group Beijing Co., Ltd.
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Shanghai Weilan Computer Co., Ltd. | |
Authorized representative: Sealed
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Authorized representative: Sealed | |
Date of execution:
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Date of execution: |
Attachment 1:
Description of business scope and charges.
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