Exhibit 10.68
Agreement of Junnet J-
Card Agent
Party A : Beijing Junnet
technologies Co., Ltd.
Address: Xxxxx 000 Xxxx
Xxxxxxxx, 00 Renda Bei Road, Haidian District, Beijing
Party B: Shanghai
Broadband Network Inc.
Address: Suite 1212-1214,
Xxxxxx Commercial Building, 710 Dongfang Road, Shanghai
1. Preface
| 1 |
Party
A is a legal limited responsibility company, which provides the professional charging
service for internet digital products. Party A can provide on-line prepaid card to the
subscribers and is willing to cooperate with party B. |
| 2 |
Party
B is a legal limited responsibility company, which has the authority and ability to sell
the products. Party B is the distributor of the product in certain area. |
| 3 |
Based
on the advantages of two parties, party A and party B are willing to work together to
develop the internet digital product market and provide variety of services to their
subscribers. |
| |
Party
A accepts the authorization by party B to be the charging agent for the purchasing of the
products and services provided by party B’s website (xxx.xxxxxxx.xxx/xxxxx00.xxx.xx)
only via virtual card or online purchasing. Party B also authorize party A to be the
charging agent for the purchasing of the above services by party A’s Junnet J-card.
Both parties agree to comply with the following items |
2. Terms and Definitions
| 2.1 |
Party
A's website: is : xxx.xxxxx.xx , it is the website and online platform operated and
managed by party A |
| 2.2 |
Party
B's website: is : xxx.xxxxxxx.xxx/ xxxxx00.xxx.xx , it is the website and online
platform which provides the online services and products and operated and
managed by party B. |
| 2.3 |
Products,
functions and services in this agreement: The products, functions and services provided
by party B and its website (xxx.xxxxxxx.xxx/ xxxxx00.xxx.xx), including but not
limited to online sale and virtual card purchasing. |
| 2.4 |
The
virtual prepaid card for purchasing the Products, functions and service in this
agreement: The virtual prepaid Card is a virtual carrier ( no physical card body) with
the information of card number, password , prepaid amount and online time for the digital
online entertainment. It can be used for the payment of online service. The virtual card
includes but not limited to : the prepaid cards with different values, the product
package and gift package contain prepaid cards. |
| 2.5 |
Authorized
area: PRC China ( not including Hong Kong, Macau and Taiwan) |
| 2.6 |
J-Card
of junnet: Designed by party A and only can be used on party A’s platform (xxx.xxxxx.xx).
This is a general purpose prepaid card for all type of network games and digital
entertainment. |
| 2.7 |
J-Card
on line prepayment: Via the server, J card provides online payment for the internet
digital products. |
| 2.8 |
Normal
operation, upgrade and maintenance. |
| |
Operation:
Party B should have sufficient online memory to provide the products functions and
services for predictable enough subscribers, including hardware, software and protection
to ensure no frequently line drop, sever slowdown, hanging or reboot. |
| |
Upgrade:
When the operation party knows the new release of the products, functions and services by
the developer, the operation party should upgrade the products, functions and products. |
| |
Maintenance:
the operation party should provide the periodical hardware maintenance, software upgrade
and protection to endure the normal operation of the wireless network system. |
3. Cooperation Items
| 3.1 |
Party
B authorizes party A to be the charging agent for the purchasing of the products and
services provided by party B’s website (xxx.xxxxxxx.xxx/ xxxxx00.xxx.xx) only
via virtual card or online purchasing. Party B also authorize party A to be the charging
agent for the purchasing of the above services by party A’s Junnet J-card. |
| 3.2 |
Within15
working days after this agreement has been signed, Party B should cooperate with party A
to connect and test the prepayment system for the websites and servers from both sides.
The subscribers can implement the online prepayment via party A’s J-card system and
no need to log on party B’s server. Party B should adjust the rates for their
products, functions and services based on party A’s pricing, time to point rate. |
4.Pricing,
J-Card charging procedure, delivery of virtual card, payment and invoicing.
| 4.1 |
Pricing
and Discount: Pricing see item 4.9. The discount based on this agreement is 40% off
(party A sells the Products, functions and services by virtual card or J-card and party A
purchases these Products, functions and services with the above discount). If party B has
new products getting into market, the price and discount rate will be redefined based on
item 4.2 and sign as an attachment to this agreement. |
| 4.2 |
Price
protection: Party B guarantees that the discounted price offer to any third party
(not as an agent described in this agreement) will not be lower than the one offer to
party A by any means. |
| 4.3 |
New
Products: The price of party B’s new products are also regulated by this
agreement. Party B guarantees that party A’s purchasing price is the lowest of party
A’s sale price, and confirm in written form. |
| |
Total
6 levels, each level 4 months. |
| 4.4 |
J-Card
online prepayment charging procedure : Party B provides the real time services based
on the request from party A via J-Card system; Party A is responsible for charging the
user for the services and products and calculates the sales amount. |
| 4.5 |
Delivery
of virtual card: OnceParty B receives the order from party A, within 2 working
days party B e-mail the zip file contains virtual card accounts to the address specified
by party A. The password for the zip file will be sent to the person assigned by party A
via phone or fax. Party A should inform party B in written form if any change of e-mail
address. |
| 4.6 |
Payment:
In the first 2 days of each month, party B adds up the sales amount for last month.
Based on the statistic of the background data and the price in this agreement, the
payment should implement in the following 3 working days. The price is defined in
attachment, in RMB. |
| 4.7 |
Invoicing:
After the confirmation that party A transfer the payment to party B’s account,
with 8 working days party B shall send party A the invoice base on the purchasing
payment. |
4.8 Discount:
| 4.8.1 |
Both
parties agree that payment is based on 60% of the total sales amount. |
| 4.8.2 |
Both
parties agree that if party B reduces the market price for promotion, the pricing policy
under this agreement should be adjusted to ensure the benefit of party A. |
4.9 Pricing:
| Product |
Price |
| One level monthly card (E-Ya Kids interactive English) |
XXX 00 / month |
| One level annual card (E-Ya Kids interactive English) |
XXX 000 / year |
| Luxury learning Card (E-Ya Kids interactive English) |
XXX 000 / year |
| IE21 interactive learning card |
XXX 000 /6 month |
5. Obligations
| 5.1 |
Obligations
of Party A |
| 5.1.1 |
Party
A is the charging agent for the purchasing of the products and services provided by party
B’s website (xxx.xxxxxxx.xxx/ xxxxx00.xxx.xx) only via virtual card, online
purchasing and J-Card. |
| 5.1.2 |
Party
A shall pay the balance to the account specified by party B in time based on the
agreement. |
| 5.1.3 |
Party
A shall follow the online prepay regulation specified in this agreement, and as the
charging agent, shall always follow party B’s price policy. Party B shall not change
the sales price without party B’s approval. |
| 5.1.4 |
Party
A shall not disclose the information including but not limited to discount rate, pricing
and sales amount to any third party. |
| 5.1.5 |
Party
A shall provide the internet link from its prepayment interface to party B’s product
website. |
| 5.1.6 |
Party
A shall provide the background system for real time query so that party B can check the
sales performance of its products anytime. |
| 5.1.7 |
Party
A shall display the logo and descriptions of party B’s products on the home page of
its official website. |
| 5.1.8 |
For
the promotion on the products and services defined in this agreement, party A provides
the scheme. After the verification by both sides, party A implements the project and both
sides share in the cost. |
| 5.1.9 |
Party
A shall inform party B about the promotion of J-Card. |
| 5.1.10 |
Party
A shall be responsible for the cost of virtual card and J-Card |
| 5.1.11 |
Party
A shall ensure the legality of its sales and prepayment platform. If any of party A’s
service offends the law and causes the loss of party B, party A shall be responsible for
the compensation for party B’s loss. |
| 5.1.12 |
If
there is any problem on the accounts and password caused by party A, party A shall return
the accounts and password. |
| 5.2 |
Obligations
of Party B |
| 5.2.1 |
Party
B authorizes party A to be the charging agent for the purchasing of the products and
services provided by party B’s website (xxx.xxxxxxx.xxx/ xxxxx00.xxx.xx) only
via virtual card or online purchasing. Party B also authorize party A to be the charging
agent for the purchasing of the above services by party A’s Junnet J-card. |
| 5.2.2 |
Party
2 shall ensure its products are effective and confidential. |
| 5.2.3 |
If
there is any problem on the accounts and password caused by party B, party A shall
replace the accounts and password. |
| 5.2.4 |
Party
B shall ensure the operation, upgrade and maintenance based on this agreement and also
responsible for the propaganda of this cooperation. |
| 5.2.5 |
Party
B is responsible for the pricing (item 4.9). |
| 5.2.6 |
Party
B shall provide customer service to answer the questions from users. |
| 5.2.7 |
Party
B shall guarantee the price is identical to that states in this agreement. |
| 5.2.8 |
Party
B shall display the logo and descriptions of party A’s J-Card on the home page of
its official website. |
| 5.2.9 |
If
party B needs to adjust the price of its products, the discount rate shall be kept no
change and party B shall inform party A in advance by at least 30 working days. |
| 5.2.10 |
Party
B provides 4 free test accounts, for customer service and product manager. |
| 5.2.11 |
Party
B shall provide the routine maintenance to the website system. Party B shall be able to
deal with the emergencies, solve the minor issue as soon as possible and solve the major
problem in 48 hours. |
| 5.2.12 |
Party
B shall provide the number of its members to party A monthly so that party A can adjust
its channel policy. |
| 5.2.13 |
Party
B shall ensure the legality of its products and services. If any of party B’s
products and services offend the law, p[arty B shall take the responsibility. |
| 5.2.14 |
Party
B is responsible for the market popularization of its products and services. |
6. Statements and
Guarantees
| 6.1.1 |
Party
A guarantees to follow party B’s price policy. Before adjusting the price, party B
shall get the confirmation in written form from party A. |
| 6.1.2 |
Party
A guarantees to provide party B the information about the price change of competitor’s
products monthly in written form |
| 6.1.3 |
Party
A shall ensure the products and services are legal. Party A shall have the relevant sales
licenses for its products and services. |
| 6.2.1 |
Party
B agree to sell its products and services by party A's J-Card. Party A is responsible for
the card's cost. |
| 6.2.2 |
The
implementation of his agreement by party B will not cause |
| |
1) Any
conflict with party B’s constitution and the laws applicable to party B |
| |
2) Any
conflict to party B’s agreement with any third party. |
| 6.2.3 |
Party
B shall ensure the products and services are legal. Party ABshall have the relevant sales
licenses for its products and services. |
7. Other Statements and
Guarantees
| 7.1.1 |
Party
A is a legal limited responsibility company. The signee is approved and authorized by the
board of the company. |
| 7.1.2 |
Party
A has the qualification to provide the services specified in this agreement. |
| 7.1.3 |
The
implementation of this agreement shall not conflict to party A's constitution and
national laws. |
| 7.1.4 |
This
agreement is effective and restrictive to party A's obligation |
| 7.1.5 |
Party
A doesn’t need the approval from any third party to sign and implement this
agreement. |
| 7.2.1 |
Party
B is a legal limited responsibility company. The signee is approved and authorized by the
board of the company. |
| 7.2.2 |
The
implementation of this agreement shall not conflict to party A's constitution and
national laws. |
| 7.2.3 |
Party
b shall be responsible to the copyrights of the contents on its website, party B shall
take the responsibility for any dissension on the copyright. |
| 7.2.4 |
This
agreement is effective and restrictive to party B's obligation |
| 7.2.5 |
Party
B doesn’t need the approval from any third party to sign and implement this
agreement. |
8. Cooperation Term
The cooperation term starts from the
effective day of this agreement. The period of validity is 1 year.
9. Confidential
information
| 9.1 |
Both
Parties shall not disclose the business secrets obtained from the implementation of this
agreement. |
| 9.2 |
The
party which receives the business secret (as “receiver”) shall not copy the
business secret obtained from other party (as ” provider”) partially or
entirely without the authorization of the provider or the permission under this
agreement. By the termination of this agreement, the receiver shall return all the
business secrets to the provider or destroy the relevant document with the approval of
the provider. |
| 9.3 |
The
receiver shall utilize the business secret strictly based on the agreement. The employees
and consultants of the receiver, which knew the business secret, shall sign the similar
agreement as this confidential information agreement. |
| 9.4 |
Both
party agree that the information about sales amount, discount rate, pricing and other
sensitive information shall be kept secret. If any party causes the disclosure of above
information, shall take the responsibility and compensate for the loss of the other
party. |
| 9.5 |
This
item ( confidential information) will be valid for another 1 year after the expiration of
this agreement, regardless the nullity of entire or part of this agreement. |
10. Term and Termination
| 10.1 |
Other
than the termination condition defined by the law, if one of the following events
happens, this agreement will be terminated immediately. |
| 10.1.1 |
The
business qualification of Party A or Party B is cancelled by the government. |
| 10.1.2 |
Any
party of this agreement involves in, or forced by a third party to bankruptcy and
liquidation procedure. |
| 10.1.3 |
IF
any disobedience to this agreement by either party, and no corrective action with 15 days
after the other party inform the disobedience, the other party has the right to choose
asking the default party to continue to implement the agreement or terminating the
cooperation and the default party shall take the responsibility for the loss. |
| 10.1.4 |
IF
any party tries to hold off the implementation of this agreement, and no corrective
action with 15 days after the other party inform the disobedience, the other party has
the right to choose asking the default party to continue to implement the agreement or
terminating the cooperation and the default party shall take the responsibility for the
loss. |
| 10.1.5 |
Party
B is not able to run the operation or discontinue the business/service. |
| 10.1.6 |
Party
A is not able to run the operation or discontinue the business/service. |
| 10.2 |
In
case of force majeure causing any party inability to partly of fully execute this
agreement the prevented party will not be considered failing to observe the bligations of
this agreement, and will not bear the responsibility for the delay. If any party thinks
that the complementation of this agreement may be held back, delayed or affected by the
factors listed in the first article of this agreement, the prevented Party is obliged to
inform the other parties of such factors without delay. |
| 10.3 |
Force
majeure includes events such as war (whether the war is declared or not), emergency,
strike, labor dispute, accident, a server-breakdown caused by the transmission of a
computer virus, hacker’s attacks on the server, fire, earthquakes, flood, typhoon,
snowstorm and any other natural disasters and other unforeseen events beyond the control
of the parties. |
| 10.4 |
If
the termination happens, the obedience party can ask for the compensation for its
economic loss. |
| 10.5 |
Any
party disobey the obligations state in this agreement, the other party has the right to
ask the disobedience party to continue the implementation of this agreement, take the
corrective action, or compensate the loss. |
11. Default.
| 11.1 |
Any
party disobeys any item of this agreement, not implement its obligation or the
implementation is incomplete, the obedience party has the right to ask the disobedience
party in written form in advance by 10 days to take the corrective action and compensate
the loss of the obedience party. |
| 11.2 |
The
composition should match the loss caused by disobedience, including the profit after the
implementation of this agreement, but should not beyond the predictable loss caused by
the default. |
| 11.3 |
If
both parties disobey this agreement, both parties shall take their own responsibilities. |
12. Other
| 12.1 |
Both
parties agree that both sides are independent signees. This agreement doesn’t
contain any message to show or imply the partnership relationship between 2 parties. |
| 12.2 |
Without
the confirmation in written form by both parties, any party shall not transfer the
agreement to other parties partially or entirely by any means. |
| 12.3 |
Any
notice required or permitted by this agreement shall be mailed or faxed to the address
specified by this agreement. The notice becomes effective by the day been signed in or
faxed successfully. |
| 12.4 |
There
could be a supplementary agreement signed by both parties for new cooperation and attach
to this agreement within the term of this agreement. |
| 12.5 |
If
any part of this agreement is found not effective or not executable, this will not affect
the validity of the rest of the item in this agreement. |
| 12.6 |
The
development, execution, interpretation and dispute resolution shall be governed by the
laws of the People’s Republic of China. Both parties shall negotiate any dispute
occurred in terms of this agreement or its performance in friendly manner; in case no
settlement can be reached through the negotiation, either party has the right to initial
the lawsuit if there is no result from the discussion. |
| 12.7 |
This
agreement and its attachment are written in Chinese, Party A and Party B have one copy of
this agreement with the same legal effectiveness. This agreement is valid with the
signature and stamp by authorized representatives from both parties. |
| 12.8 |
Party
A and Party B signed this agreement by their authorized representatives on the date
displays on the first page of this agreement. |
| 12.9 |
Both
parties promise to utilize the advantages of both side to popularize the products
specified in this agreement. |
Attachment1
Contact
Party A: Beijing Junnet technologies
Co., Ltd.
Coordinator: Ma Limin
Product Manager: Xxxx Xxx
Party B:
Coordinator:
Product Manager:
Attachment 2
J-Card
|
|
| Definition of J-Card:
|
J-Card is the prepayment system for all type of digital products. The subscribers can
receive the network service by using prepaid junnet J-card or virtual card.
|
Description:
|
When user purchases the J-card, by inputting the card number and password the value of
the J-card will transfer to the membership account for online payment of the digital
entertainment products on J-net platform.
|
Technical requirement:
|
Need to provide the interface between online time calculation system and J-net system.
Also need the interface between two xxxx systems
|
Party A: Beijing Junnet technologies Co.,
Ltd.
Bank: Minshen Bamk,
Guancun branch
Account number:
2210201178460
Party B:
Bank:
Account number:
