The Sales Area Distributor Agreement of “Rainbow Islands” Digital Game Cards
of
“Rainbow Islands” Digital Game Cards
Agreement
No:
Pay88
and
CTVAC can be separately referred to as “one party” or collectively referred to
as “both parties”.
This
Agreement is made on 30 April 2007 in Chongqing by and between ▇▇▇▇▇.▇▇▇
(hereinafter referred to as “Pay88”), with its legal address ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and
legal
representative Guo Fan, and Chongqing Telecom Value-Added Service Center
(hereinafter referred to as “CTVAC”), with its legal address at ,
and
legal
representative .
Whereas
1. Pay88
is
an enterprise mainly engaged in sales of game cards, and is willing to cooperate
with CTVAC to provide sales service of relevant products in the area agreed
by
both parties.
2. CTVAC
is
the chief agent of “Rainbow Islands” digital game card in Chongqing as
authorized by Shanghai ▇▇▇▇▇▇ Networking (Group) Co., Ltd.
3. Both
parties are willing to cooperate with each other based on respective advantages
thereof. And Pay88 is willing to purchase the “Rainbow Islands” digital cards
from CTVAC and sell them.
Therefore,
in order to jointly expand the online game market, provide more relevant
services to the wide range of users and full exert the advantages of each party,
pursuant to applicable laws and regulations of the People’s Republic of China,
both parties agree to enter into the following terms and conditions in respect
of the sale of digital game card in the agreed areas:
Article
1 Terms
and Definitions
| 1.1 |
The
“Rainbow Islands” digital game
card means the game card (existing in the form of card password)
provided
by CTVAC to Pay88 for the purpose of sale in the digital card system
only,
based on the password of which the using fee of the corresponding
game
information provided for the users of “Rainbow Islands” online game is
charged.
|
| 1.2 |
The
“sale of digital cards” referred to therein means Pay88 sells the “digital
cards” in the means and areas specified in Clause 2.1 of this Agreement
to
charge the “using fee of the online game information” from users, except
other distribution channels, including but not limited to, sale of
online
prepaid card (“virtual card”) and off-line sale of physical prepaid card
“physical card”, as well as offline purchase with the bank card.
|
Page
1 of 12
Article
2 Cooperation
Item and Content
| 2.1 |
Content:
Pay88 will purchase the “Rainbow Islands” digital game cards and sell them
in Chongqing
by
means of direct
sale and distribution
.
|
| 2.2 |
Both
parties promise to exert their own advantages (including product
resources, service capability, technology capability and market
resources,
etc) during the cooperation to jointly drive the development
of off-line
entertainment and achieve win-win.
|
Article
3 Scheduling
and Payment Mode
| 3.1 |
Pay88
promises to pay the payment in RMB (totally
RMB 3 million) for
the purchase of “digital cards” from CTVAC within 10 days upon formal
conclusion of the cooperation agreement between both parties, in
accordance with the agreed payment mode and settlement price. The
purchase
price is 30% discount of the book value of the digital cards.
|
| 3.2 |
Type
of product:
(Rainbow Island Game Special Zone Card)(The
book value is filled during ordering).
|
| 3.3 |
Both
parties agree that when purchasing product from CTVAC, Pay88 shall
notice
CTVAC of the quantity of the product (see Appendix 1 for the order)
in
written and pay the amount at one-off at the agreed settlement price.
CTVAC shall, with 2 days upon reception of the payment, deliver the
corresponding quantity of the products to Pay88 in the agreed mode,
and
draw up a corresponding business tax invoice for Pay88.
|
| 3.4 |
Pay88
shall, within 2 working days upon conclusion of this Agreement, prepay
(RMB 300,000.00) of deposit. Pay88 shall remit the purchase amount
into
the specified account of CTVAC according to the provision of Clause
3.1,
and CTVAC shall, upon reception of the purchase amount, return the
deposit
to Pay88 or transfer the deposit into the purchase
amount.
|
| 3.5 |
Pay88
shall remit the purchase amount into the specified account of CTVAC
two
days before application of purchase each time.
|
3100026029022112930
Chongqing
Telecom Value-Added Service Center
Xietaizi
Sub-branch, Industrial & Commercial Bank of China
Page
2 of 12
Article
4 Product
Delivery
| 4.1 |
CTVAC
shall encrypt the documents (txt. or doc.) carrying the card number
and
password with winzip by 8-12 digit password and email to the specified
e-mail box of Pay88. And the decompression password shall be delivered
by
another email or by telephone. The delivery time is deemed to be
reception
time of the product document and decompression password from
CTVAC.
|
| 4.2 |
The
e-mail box specified by Pay88:
▇▇▇▇▇@▇▇▇▇▇.▇▇▇
|
Name
of
Contact person and contact mode specified by ▇▇▇▇▇.▇▇▇:
He
Kai
67757600
13002383599
If
Pay88
is willing to change the above specified email box, contact person or contact
mode, Pay88 shall notice CTVAC in written 10 days before change. Otherwise,
CTVAC will not bear any responsibility for any result thus caused.
| 4.3 |
Upon
reception of the product document and password delivered by CTVAC,
Pay88
shall send an email to CTVAC to make a confirmation. If Pay88 fails
to
reply to CTVAC within two working days as of reception of the product
document and password, it shall be deemed that Pay88 has confirmed
the
reception.
|
Article
5 Rights
and Obligations
In
order
to perform the cooperation proceedings as specified in Article 2, both parties
have agreed on the following rights and obligations:
| 5.1 |
Rights
and Obligations of Pay88
|
| 1) |
Pay88
shall guarantee the well operation of the sales platform, safe
and normal
operation and functioning of the payment system for the cooperation
project;.
|
| 2) |
Pay88
shall be responsible for the distribution and promotion of the
SNDA
digital cards within the area agreed herein, and shall not stop
performing
this Agreement in the case of no breach on the part of
CTVAC;
|
| 3) |
Pay88
shall pay the purchase amount timely and pay the tax to the taxation
authority; and Pay88 shall be solely responsible for all complaints
and
disputes arising out of the sale, and shall not ask for return
of goods;
|
| 4) |
Pay88
shall sell the product at the price specified by CTVAC during
the whole
distribution, and shall not raise or reduce the sales price of
CTVAC’s
products;
|
| 5) |
Pay88
shall not disclose to any third party the discount standard,
price
standard and sales quantity as well as other matters set forth
in the
Agreement;
|
| 6) |
Pay88
shall actively publicize this cooperation project by means of
its own
publicizing channels and other market resource;
|
| 7) |
Pay88
shall be entitled to disclose the following data to users: operation
procedure of purchase, business regulations and service hotline,
as well
as timely handling of inquiry and complaints from users with
respect to
card purchase;
|
| 8) |
Pay88
must guarantee the safety of the card number and password of the
digital
cards after delivery, and CTVAC shall not be hold responsible for
any
safety risk after delivery.
|
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3 of 12
| 5.2 |
Rights
and Obligations of CTVAC
|
| 1) |
CTVAC
shall authorize the distributorship to Pay88 for the distribution
of
relevant product in the specified area, and CTVAC shall not terminate
this
Agreement without any reason if Pay88 is not in breach of this
Agreement;
|
| 2) |
CTVAC
shall actively publicize this cooperation project by means of
its own
publicizing channels and other market
resources;
|
| 3) |
CTVAC
shall not disclose to any third party the discount standard,
price
standard and sales quantity as well as other matters set forth
in the
Agreement;
|
| 4) |
CTVAC
must guarantee the safety of the card number and password of
the digital
cards before delivery, and CTVAC shall be responsible for any
safety risk
before delivery.
|
Article
6 Validity
This
Agreement shall take effect as of the signature. The validity is from the
conclusion to December
31, 2007.
If any
party is willing to continue this Agreement, that party shall put forward his
willing at least one month before the expiry, and shall consult the relevant
details with the other party.
Article
7
Non-Disclosure
| 7.1 |
Pay88
promises to keep unveiled the trade secrets regarding the sales system,
including but not limited to the inner management policies of the
sales
system and the sales policies. If there is any breach of disclosure,
the
Party A shall bear the related
liabilities.
|
| 7.2 |
Both
parties shall take security measures in trade secrets which are gained
in
this cooperation from each other to prevent the trade secrets from
disclosure, using, publicity or being acquired by the unauthorized
persons.
|
Page
4 of 12
| 7.3 |
The
party that acquires the trade secrets (hereinafter refer to the Acquirer)
shall (i) not partly or completely replicate, copy, disclose, use
or
transmit the trade secrets gained from the party that provides them
(hereinafter refer to the Provider) without the authorization of
the
Provider or the permission hereof; (ii) return all the trade secrets
back
to the Provider after the termination hereof or destroy the trade
secrets
in the light of the written approval of the
Provider.
|
| 7.4 |
Both
parties shall take positive security measures in the data of electronic
numbers to insure the safety and accuracy of each batch of the data
of
electronic numbers.
|
| 7.5 |
The
acquirer shall to the extent of this agreement use the trade secrets.
Furthermore, the acquirer has made or will make the employers and
consultants who has been told the trade secrets to sign the disclosure
agreement which has the material same content of this article
hereof.
|
| 7.6 |
Both
parties have agreed on the strict security measures in the information
involved in this cooperation such as the product sales amount, product
price settlement price and other sensitive information. If the above
said
information is revealed due to one party’s responsibility, the responsible
party shall bear the corresponding compensation
liabilities.
|
| 7.7 |
This
provision shall be effective within 2 years after the Agreement is
normally expired.
|
Article
8
Termination of the Agreement
| 8.1 |
Unless
otherwise
specified by laws and Article 2.1 and Article 10.3, the Agreement
shall
terminate if:
|
| 1) |
The
related qualification certificates of Pay88 or CTVAC have been canceled
or
deregistered by the governmental administrative
department;
|
| 2) |
Pay88
or CTVAC has breached the respective representations and warranties
in
Article 9;
|
| 3) |
Any
of the party hereof enters into or is applied by the third party
into the
bankruptcy or liquidation
procedures;
|
| 4) |
Any
party has violated this Agreement, and has failed to take any action
to
make correction, 5 days after the other party has warmed the breaching
party of the breach; and
|
| 5) |
Any
party had delayed to perform this Agreement without any reason, the
other
party has the right to either ask the breaching party to continue
the
performance of the Agreement or terminate the Agreement, if breach
party
fails to take any actions 5 days after the other party has warmed
the
breaching party of the delay. If the breaching party still rejects
to
perform the Agreement, the other party may terminate this Agreement,
and
the breaching party shall assume the liability for all economic loss.
|
Page
5 of 12
| 8.2 |
Neither
party shall be hold responsible for any loss arising out of failure
or
delay of performance of any obligation under this Agreement due to
force
majeure. In the case of the force majeure, the affected party shall
immediately notify the other party as much as possible, and shall,
within
15 days upon the occurrence of the force majeure, present to the
other
party the evidence which can effectively prove the occurrence of
the force
majeure. The party affected by the force majeure shall actively take
effective measures to minimize the loss caused to the other party
for the
failure or delay of performance of this Agreement. The delay for
performance of the obligations due to the force majeure shall be
the same
as the duration of that force majeure.
|
| 8.3 |
If
the Agreement is terminated according to this provision, the observant
party may require the breaching party to assume the liability of
breach
and make compensation according to applicable laws. The compensation
for
loss shall cover all economic loss suffered by the observant party
for the
breach of the breaching party.
|
Article
9 Presentation and Warranty
| 9.1 |
Pay88
hereby represents and warrants:
|
| (1) |
Pay
88 is a duly organized legal entity, validly existing and in good
standing
under the laws of the Republic of China. The undersigned of Pay88
has
acquired sufficient and valid approval and
authorization.
|
| (2) |
It
has the qualification of the sales practice prescribed in this
Agreement;
|
| (3) |
The
execution and performance of this Agreement is compliant with legal
requirements and its articles of
association;
|
| (4) |
This
Agreement specifies valid, promissory and enforceable legal obligations
for Pay88;
|
| (5) |
The
execution and performance of this Agreement by Pay 88 is not subjected
to
the approval and filing by any Third Party.
|
| 9.2 |
CTVAC
hereby represents and warrants:
|
| 1) |
CTVAC
is a duly organized legal entity&, validly existing and in good
standing under the laws of the Republic of China. The undersigned
of Pay88
has acquired sufficient and valid approval and
authorization.
|
| 2) |
The
execution and performance of this Agreement is compliant with legal
requirements and its articles of
association;
|
| 3) |
This
Agreement specifies valid, promissory and enforceable legal obligations
for CTVAC;
|
Page
6 of 12
Article
10 Countering
Unfair Competition
In
order
to prevent the unfair competition actions probably occurred, both parties agree
on the following provisions:
| 10.1 |
CTVAC
has right to deem that Pay88 has violated this Agreement, and cancel
the
partnership of Pay88 and reserve the right to claim, if Pay88 has
participated in sale, promotion and publicizing of, or any other
distributor closely related to Pay88 or chief management thereof
has
participated in different name in sale, promotion and publicizing
of any
vicious competitive products against the interest of CTVAC (the vicious
competitive product refers to the same kind of products distributed
in
violation of Anti-Unfair Competition Law and against the interest
of
CTVAC, or relevant products in dispute with relevant products of
CTVAC in
intellectual property and trademark, etc).
|
| 10.2 |
The
unfair competition actions referred to in this article include but
not
limited to:
|
| 1) |
Deliberately
disclosing the business secrets agreed between both parties;
|
| 2) |
seeking
for improper interest laterally based on the sales right specified
in the
Agreement;
|
| 3) |
Viciously
violating the sales policy specified by CTVAC, dumping of relevant
products, and vicious flow of goods;
|
| 4) |
Vicious
propaganda of users and distributors;
|
| 5) |
any
kind of bribery and subornation of , and threatening to workers
of CTVAC
or other distributors;
|
| 6) |
Other
actions violating the business regulations and laws of China.
|
| 10.3 |
During
performance of this Agreement, if Pay8 has conducted any unfair
competition action defined in 10.2, CTVAC has right to deem that
Pay88 is
in breach of the Agreement, and has right to terminate this Agreement,
cancel the partnership of Pay88 and reserve the right to claim, no
matter
if any actual loss is caused to
CTVAC.
|
Article
11 Miscellaneous
| 11.1 |
Both
parties understand and agree that the two parties of the agreement
are
independent undersigned. This agreement does not include any content
based
on which the relationship between the two parties may be understood
as the
partnership or joint venture.
|
| 11.2 |
Both
partied agree Pay88 is the regional distributor of the cooperation
area
under this agreement. This agreement does not include any sole and
exclusive provision.
|
| 11.3 |
Without
the affirmation of the both parties in written form, each party shall
not
transfer the whole or part of this agreement in whatsoever manner
or form.
|
Page
7 of 12
| 11.4 |
Notice:
Any notice which is required or allowed by this Agreement shall be
made in
written form, and shall be delivered to the other party by mail or
fax
according to the communication address specified in this Agreement.
The
notice shall take effect upon
reception.
|
| 11.5 |
This
agreement is attached with one appendix, which is the equally authentic
with the text.
|
| 11.6 |
For
Other matters not covered in this Agreement or when it is necessary
to
make supplement, change and modification to this Agreement for business
development, either party or any party may put forward the suggestion
and
scheme for supplement, change and modification. After both parties
have
consulted with each other and reach a consensus, they may prepare
a
written statement, which shall constitute the supplementary document
to
this Agreement upon stamping, and shall be equally
authentic.
|
| 11.7 |
At
30 days before the expiration of this Agreement, if any party is
willing
to continue the cooperation, it shall hand in the written application
to
the other party. After reaching consensus, both parties shall sign
the
agreement again. If both parties do not reach consensus of the continuous
cooperation, this agreement shall naturally terminate at expiration,
and
shall not be valid.
|
| 11.8 |
If
any part of this agreement which is regarded as invalid or unenforceable,
it shall not influence the validity and enforceability of other part
of
this Agreement.
|
| 11.9 |
The
laws of The People’s Republic of China is applicable to the conclusion,
effectiveness, explanation and implementation of this Agreement and
settlement of disputes. Any dispute arising out of this Agreement
or
performance of this Agreement shall be amicably settled through
consultation. In the case of failing to solve the dispute through
consultation, any party has the right to submit the dispute to the
people’s court at the place of conclusion.
|
| 11.10 |
This
Agreement shall formally take effect after stamping by both. Since
this
Agreement becomes effective, both parties shall fulfill all the rights
and
obligations strictly according to the provisions of this Agreement.
|
| 11.11 |
This
agreement is made in Chinese and in quadruplicate, Pay88 and CTVAC
each
holding two copies. The copies shall be the equally
authentic.
|
(There
is
no text in the followings)
Page
8 of 12
[Page
of
Signatures]
IN
WITNESS WHEREOF, the parties have authorized their specified representatives
to
execute this Agreement as of the date first written above.
▇▇▇▇▇.▇▇▇:
Authorized
representative: /s/
Guo Fan
Signature/stamp:
CTVAC:
Chongqing Telecom Value-Added Service Center
Authorized
representative:
Signature/stamp:
Page
9 of 12
Appendix
I:
Order
of SNDA Net Card Number
|
Order
by:
|
Supply
by:
|
|||||||||
|
Company
name
|
Company
name
|
Chongqing
Telecom Value-Added Service Center
|
||||||||
|
Contact
person
|
Contact
person
|
###
|
||||||||
|
Tel(inclucing
area code)
|
Tel
|
###
|
||||||||
|
Fax(inclucing
area code)
|
Fax
|
###
|
||||||||
|
Mobile
Phone:
|
E-mail
|
|||||||||
|
Address:
|
Province
city
|
|
Post
Code
|
|||||||
|
Product
Name
|
Order
quantity
|
Unit
Price
|
Total
Sum (RMB)
|
|
||||||
|
Memo
|
本次權瞴汇款汇票底单ø琉复印后楱本枋一并传真######÷æ
Seal
by the ordering company:
Ordering
date:
Remarks
:
Payment
Mode: One-off prepayment by the ordering company;
Delivery
Term: Two working days upon shipping
Stock
protection: None
Card
Number Receiving Address: The E-mail address in the order form shall
prevail.
Page
10 of
12
| The following shall be filled by Chongqing Telecom: | |||||||||||||
|
Card
Number Product Release Approval Form
|
|||||||||||||
|
Application
Date
|
Month
Day Year
|
Lot
Number for Sales of Card number
|
|||||||||||
|
Card
number kind
|
Game
kind
|
|
Distributive
Agent ID
|
||||||||||
|
Deliver
Unit Price
|
Deliver
Total Amount
|
Total
Price
|
|||||||||||
|
Available
Days
|
Available
Seconds
|
|
Memo
|
||||||||||
|
Form
Maker
|
Sales
Manager
|
Financial
Manger
|
Technique
Manager
|
Approval
by the general manager
|
|||||||||
| Confirmation Form for Card Number Reception | |||||||
|
Purchasing
Company Name
|
|||||||
|
Address
|
Province City
|
Department:
|
|||||
|
Contact
Person of Purchasing Companyæ
|
|||||||
|
Tel(including
area code)
|
Mobile
Phone:
|
||||||
|
Card
Number Kind
|
Code
|
Full
Name
|
|||||
|
Distributive
Agent
|
Code
|
Full
Name
|
|||||
|
Sale
Unit Price of Batch Cards
|
Total
Price
|
||||||
|
Quantity
of Batch Cards
|
|||||||
|
Available
date of Batch Cards used as daily card
|
|||||||
|
Available
date of Batch Cards used as credit card
|
Page
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We
hereby
confirm that we have completely received the card document covering the above
contents and have gone through the reception procedure. Please tell our contact
person by _____ the
password for lunchmeat, and upload the corresponding card number.
|
Purchase
Company: (Official seal)
Date:
|
| The following shall be filled by Chongqing Telecom: | ||||||||||||||||
|
Card
Number Product Upload Approval Form
|
||||||||||||||||
|
Application
Date
|
Month
Day Year
|
Lot
Number for Sales of Card number
|
||||||||||||||
|
Card
number kind
|
Game
kind
|
Distributive
Agent ID
|
||||||||||||||
|
Deliver
Unit Price
|
Deliver
Total Amount
|
Total
Price
|
||||||||||||||
|
Available
Days
|
Available
Seconds
|
Memo
|
||||||||||||||
|
Form
Maker
|
Sales
Manager
|
Financial
Manger
|
Approval
by the general manager
|
Public
network uploading person
|
Upload
Date and Time
|
|||||||||||
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