TECHNICAL SERVICE AGREEMENT
Exhibit
4.48
Contract
Registration No.:
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8
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(Including
Technical Training and Technology Intermediary Services)
Registered
(seal)
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Project
Name:
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Agreement
08DX104
on Interactive Voice Response
Service
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Principal:
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China
Mobile Telecommunications Group Corporation (Beijing) Co.,
Ltd.
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(Party
A)
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Agent:
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Beijing
AirInbox Information Technologies Co.,
Ltd.
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(Party
B)
Place
of Execution: Haidian District, Beijing
Date
of Execution: November 1, 2008
Validity
Term: November 1, 2008 to November 1, 2009
CMBJ-2008-00006320-SW-00000645-QIVR-006
Cooperation Agreement on Interactive
Voice Responses Services
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Contract
No.:
Agreement
No.:
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Party
A:China Mobile Telecommunications Group Corporation (Beijing) Co.,
Ltd.
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Party B: Beijing
AirInbox Information Technologies Co.,
Ltd
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Address:
▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
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Address:
▇▇/▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇
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Post code: 100007
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Post
code: 100044
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Tel: ▇▇-▇▇-▇▇▇▇▇▇▇▇
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Tel:
▇▇▇-▇▇▇▇▇▇▇▇
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Fax: ▇▇-▇▇-▇▇▇▇▇▇▇▇
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Fax:
▇▇▇-▇▇▇▇▇▇▇▇
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Bank
of deposit: ICBC Beijing Branch, ▇▇▇▇▇’an Sub-branch
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Bank
of deposit: ICBC Capital Indoor Stadium Sub-branch
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Account No.: 054018-32
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Account
No.:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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As
a mobile communication operator, China
Mobile Telecommunications Group Corporation (Beijing) Co., Ltd (“Party
A”) provides paid communication channels and billing platform to various
providers of application services.
Beijing
AirInbox Information Technologies Co., Ltd. (“Party
B”), a company engaged in communication value-added service approved by the
telecommunication authorities,
offers value added voice service to CMCC Users through
Party A.
Both Parties have, on the principles of mutual benefits,
complementing each other for mutual promotion and jointly seeking development,
and through full and amicable consultations, reached an agreement as follows on
the matters regarding engaging in business of interactive voice
response:
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I.
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Basic Description of Cooperation
Business
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1.
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Basic Conditions of
Cooperation
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1)
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Party
B shall be qualified for information service business operation, and
provide interactive voice response and a complete after-sales service
system in accordance with the Value-Added Telecommunication
Business License of the People’s Republic of China and relevant
laws and regulations such as Measures on Management of
Telecommunication Business License. Such information provided by
Party B and the information sources shall comply with the provisions of
national laws and violate no one’s legal
interests.
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2)
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Party
B shall provide Party A with a written and elaborate statement of
businesses.
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CMBJ-2008-00006320-SW-00000645
Page 1
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3)
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At the initial stage of business
operation, Party B shall provide various information services and
application services to customers of CMCC. Party B shall provide
the Interactive Voice Response (IVR) service to CMCC Users (“Users”)
through the SMS channel and voice channel of Party
A.
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II.
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Rights
and Obligations of Party A
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1.
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Party A, as the communication
channel operator of value added voice service, shall exercise its rights
and obligations in accordance with Monternet SP
Cooperation and Management Measures.
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2.
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Party A shall allow Party B to
connect its network to provide Users with value added voice service. Party
A may adjust voice traffic from time to time in line with the network
capacity and, if such adjustment will affect business of Party B, give a
timely prior notice to Party
B.
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3.
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Party
A shall provide Party B with an IVR access number of 1259056 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 Party A withdraws the number before expiration thereof, a
one month written notice shall be given to Party B, and Party A shall
cease use of the number three months after receiving written
acknowledgement of Party B. If the number is withdrawn or adjusted
according to government’s requirement, it will be ceased or adjusted on
the date notified by Party A.
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4.
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Party A shall be responsible for
the construction and operation of a complete GSM mobile communication
system and ensure stable and smooth information transmission. If Party B
notifies Party A of any unsmooth communication detected, Party A shall
promptly solve such problem to prevent any adverse effect on the business
of Party B.
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5.
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Party A shall open to Party B
relevant technical protocol and interface standards of its network. Party
A shall provide Party B with technical documents necessary for performance
of the Parties and promptly solve any problem of Party B in
communication.
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6.
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Party A shall be responsible for
providing software and hardware systems necessary for its network and
assume the corresponding operating
cost.
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7.
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Party A shall be responsible for
improving its own billing system when necessary at its own
cost.
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8.
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Party
A shall provide billing and collection agency service to Party B. Party A
shall be responsible for inspecting business status of Party B, ensuring
accuracy of billing information and transmitting bills of Users to Party B
promptly. Party A shall provide Users with clear IVR fee
receipts and provide the information fee bills of Users at the request of
Users.
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9.
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Party
A shall, upon expiration of each fee payment period, provide Party B with
relevant data of the Users defaulting payment of information service fee,
so as to enable Party B to take actions against such Users
accordingly.
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CMBJ-2008-00006320-SW-00000645
Page 2
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10.
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Party A shall manage the business
forms, contents and promotion methods provided by Party B, and formulate
relevant methods and rules on the
management.
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11.
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Party A is entitled to punish
Party B for its violation of provisions on business forms, contents and
promotional methods. See Monternet SP
Cooperation and Management Measures of Party A for relevant
provisions.
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III.
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Rights
and Obligations of Party B
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1.
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Party B 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.
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2.
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Party
B shall provide CMCC users with contents and application services within
the scope agreed upon. Party B shall ensure the legality, timeliness and
reliability of information source. It also guarantee that it hold legal
qualification and authorization to provide businesses under the Contract,
and the information contents provided do not violate relevant policies,
laws and regulations of the State, as well as legal interests of other
person(s). All the consequences caused by the methods or contents of
information provided by Party B shall be solely assumed by Party
B.
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3.
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Party B shall provide business
forms complying with relevant voice service rules provided of Party
A.
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4.
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Party B shall only use the number
provided by Party A to conduct the business agreed herein Party B shall
not adjust such number or provide businesses other than the ones agreed
under the Agreement without written consent from Party
A.
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5.
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Party
B shall provide business contents complying with Content Management Regulations
of Party A.
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6.
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Party B shall abide by
Advertisement
Law, Law of the
PRC on the Protection of the Rights and Interests of Consumers
and relevant laws
and regulations in their publicity activity, and shall not violate the
management measures and rules of Party
A.
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7.
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Party B shall assume relevant
responsibilities in accordance with the regulations of Party A for any
violation in its form, contents and promotion of
business.
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8.
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Party
B shall take necessary measures to effectively control the Users
defaulting payment of information service fee. Party B shall not send any
information to any user defaulting payment of information fee, or allow
any users defaulting payment of information fee to order any information
for other users. If Party B sends information to such defaulting users or
allows them to use IVR service thereof while knowing such default, Party A
is entitled to claim compensations from Party B for its economic loss
incurred from such default of payment by users and terminate this
Agreement.
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9.
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Party
B shall submit itself to adjustments to voice traffic made by Party A in
emergencies to ensure normal and stable voice service. Any dispute with
users arising therefrom shall be settled between the Parties through
amicable negotiation.
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CMBJ-2008-00006320-SW-00000645
Page 3
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10.
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Party B shall not send to any
user any information not approved by Party A, such advertisement, through
the communication channel provided by Party A. Party B shall not
use such communication channel provided by Party A to provide any payment
collection service or any business not approved by Party
A.
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11.
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Party B shall assume transmission
cost for interconnecting its equipments with Party A network and other
costs.
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12.
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During the term of this
Agreement, Party B shall be obligated to provide Party A with reports, at
its request, on such data as user development status, user classification,
user habits and business outlook projection. Party A shall be obligated to
keep confidential such data in accordance with Article 10
hereof.
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13.
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Any business publicity activity
and promotional measures of Party B shall be reported to Party A in
advance for approval before
implementation.
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14.
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Party B shall compensate Party A
in full losses incurred thereto by Party B’s
fault.
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15.
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Party
B shall ensure the accuracy of its information in ▇▇▇▇ system, including
without limitation, company name, address, tax account No., telecom value
added service permit No. , contact and so on. And such information shall
be immediately updated upon the change of Party B’s information. Party B
shall take full responsibilities for loss caused because Party B fails to
update its information in time.
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16.
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Party B shall log in SIM system
everyday to check notices, announcement and other information issued by
Party A and respond in time. Party B shall take full
responsibilities for loss caused because Party B fails to check
information in ▇▇▇▇ system.
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IV.
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Rights
and Responsibilities of the Parties
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1.
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Party
B shall be responsible and liable for any user dispute in connection with
the content of information or service. Party A shall be responsible and
liable for any user dispute in connection with the network of Party A.
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.
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2.
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The
contents and applications provided by Party B shall not exceed the scope
set forth in the Monternet SP Cooperation and
Management Measures, or otherwise Party A may terminate this
Agreement and Party B shall be liable for breach hereof. Party
A may supervise business operation of Party B, and the latter shall
provide assistance to Party A to avoid any adverse effect of Party B
business operation on normal operation of Party A. If Party B breaches
this Agreement in its business operation, which causes any adverse effect
on normal operation of Party A, Party A may terminate this Agreement and
Party B shall be liable for
compensations.
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CMBJ-2008-00006320-SW-00000645
Page 4
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3.
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Party
B shall not increase or decrease part of the business in connection with
the cooperation, or change the price of part of the business without the
written consent from Party A, and shall give Party A a one-month formal
written notice of its intent, if any. If Party A agrees to such change by
Party B in the price of part of the business, Party A shall give Party B a
written notice to implement price change. If Party A agrees on addition of
part of the business by Party B, Party B shall test such additional
business and provide Party A with regular test reports, and shall not
launch such business on the market and offer to users before approval of
Party A.
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V.
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Earnings
of the Parties
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1.
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Party A shall charge its mobile
users for using the IVR service hereunder at the following
rates:
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(1)
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Rates for users using the service
in the local province as calling
party
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Peak
Hours: RMB 0.3/min.
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.
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(2)
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When users use this service in a
roaming province as the calling party, the rate shall be RMB
0.5/min.
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(3)
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When the users use this service
as the called party, the rate of the phone fee currently in force shall
apply.
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(4)
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Users during outbound or inbound
international roaming have no access to IVR
service.
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(5)
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One-minute communication fee will
be charged for any use of said service less than one
minute.
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2.
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The information service fee
incurred during the mobile user uses any service hereunder shall be
determined by Party B according to relevant regulations of Party A and
Party B shall report detailed charging rates to price
authorities.
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3.
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Party
A shall provide Party B 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. 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.
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VI.
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Settlement
Method
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1.
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Settlement Point: To be set under
the requirements of Party A.
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2.
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Settlement
Method
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CMBJ-2008-00006320-SW-00000645
Page 5
Party B
equipments are interconnected via optical fibers with the mobile data network of
Party A and the billing information provided by Party A shall be
final.
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(1)
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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. For monthly settlement method,
the settlement period shall be from the 15th day to the end of each month.
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 of the
corresponding month receivable by Party B, based on which the settlement
shall be made between the
Parties.
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(2)
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The billing system of Party A
settles the total amount of the IVR information fee receivable of the
present month, and Party A shall pay Party B 70% of such total amount of
the information fee and request the service sector invoice
therefrom.
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(3)
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The Parties shall strictly follow
requirements on the method and period of settlement during settlement and
payment. If Party A fails to pay the settlement amount within the
specified timeframe, it shall pay the Party B a penalty equal to 1‰ of the
amount payable for each day of delay, except for the overdue caused by
delayed delivery of
invoice.
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3.
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Notwithstanding any dissidence
against the ▇▇▇▇ 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
conforming to the reconciliation statement, by the end of the same month
after receiving the lawful invoice issued by Party B. That is to say, no
matter whether 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.
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VII.
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Customer
Services
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To ensure
normal use of IVR service by customers, the Parties shall maintain a long-term,
stable, convenient and effective customer service system.
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1.
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Party B shall ensure that all
customers fully understand the price, content and the way of providing
service before using the IVR service, and shall not provide service until
receiving customer’s
confirmation.
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2.
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Any IVR SMS and voice service
received by user must be the information proactively demanded or
subscribed by the user, or information bought by another user for such
user. If a user demands service for another user, the receiving user shall
not assume the corresponding
expense.
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3.
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Party B shall ensure the
appropriateness and legality of the information content when providing IVR
service to users, and Party A is entitled to monitor and manage the IVR
content provided by Party
B.
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4.
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Party
B shall not increase user's consumption by extending user’s waiting time
or inducting user to participate with false promotion such as false
minimum bonus.
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CMBJ-2008-00006320-SW-00000645
Page 6
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5.
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Party A will take action against
Party B’s breach in accordance with the relevant provisions of
Monternet SP
Cooperation and Management Measures and this
Agreement.
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6.
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The customer service center 10086
of Party A 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 Party B. Party B shall assign full time persons
to deal with customer complaints and ensure that any such customer
complaint will be solved within three days upon reception
thereof.
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7.
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Party A shall only be responsible
for dealing with the consultation and complaints of customers arising from
problems in the communication
network.
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8.
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Party B shall be liable for
assisting Party A to settle user complaint caused by Party B's fault and
providing corresponding system data and proof, and shall compensate user
by strictly following the relevant requirements of Party A’s management
measures.
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9.
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Party B shall open a 24-hour
service hotline and disclose the number to customers through its website
or external promotional
materials.
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VIII.
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Confidentiality
Provision
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1.
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“Proprietary Information” refers
to the information which one party obtains from the other party
(“Disclosing Party”) in the process of cooperation that is developed,
created and found by the Disclosing Party, or is known, or assigned to the
disclosing party and is commercially valuable to the disclosing
party. The
Proprietary Information includes but not limited to business secrete,
intellectual property, technical secret, as well as the technical
parameters, standards and documents provided by Party A for Party B in the
light of this
Agreement.
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2.
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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.
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3.
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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.
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4.
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These
non-disclosure provisions shall not terminate due to the termination
hereof; instead they are valid
permanently.
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CMBJ-2008-00006320-SW-00000645
Page 7
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IX.
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Liability
for Breach of Contract
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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 to be true, correct such breach within twenty
days and notify the other Party in writing. If the alleged breach is proved 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 economic losses incurred to the observant Party due
to its breach hereof.
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X.
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Exemption
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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.
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XI.
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Settlement
of Disputes
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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.
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XII.
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Term
of Agreement
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This Agreement shall come into force on
November 1, 2008 and expire on November 1, 2009. Either Party shall,
within thirty days prior to the expiration of term hereof, inform the other
Party in writing of termination of this Agreement. Otherwise, the term hereof
shall automatically be extended for six months. The times for extension are
unlimited, with six months for each. A Party having any dissidence shall
notify the other Party thirty days before expiration of this Agreement or the
present extension hereof through ▇▇▇▇ system or in writing, and so the Agreement
will expire on the expiration date of this Agreement or the present extension.
Both Parties shall deal with other affairs rising from this Agreement upon the
expiration hereof. This Agreement shall be valid until both Parties have fully
performed all obligations under this Agreement and all payments and
compensations between the two Parties have been settled.
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XIII.
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Validity, Change, Termination and
Extension of the Agreement
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1.
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This Agreement shall be in
quadruplicate (each containing 11 pages), 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 valid.
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2.
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The
appendix to this Agreement shall constitute an integral part hereof and
bear the same legal effect as this
Agreement.
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3.
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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.
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CMBJ-2008-00006320-SW-00000645
Page 8
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4.
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During the cooperation hereunder,
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.
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5.
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If Party B breaches the
provisions of this Agreement and hence causes prosecution of any third
party, user complaint or government punishment, Party B shall assume full
responsibility and Party A is entitled to terminate this
Agreement.
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6.
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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 observant 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 observant 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 observant Party may terminate
this Agreement at its sole discretion by sending notice through ▇▇▇▇
system (which is deemed as successfully delivered after sending) or by
giving a written notice and hold the breaching Party liable for breach
hereof.
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China
Mobile Telecommunications Group Corporation (Beijing) Co.,
Ltd.
(Corporate
Seal)
Authorized
Representative: (signature)
Beijing
AirInbox Information Technologies Co., Ltd.
(Corporate
Seal)
Authorized
Representative: (signature)
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No.
06, Haidian Local Tax Bureau, Beijing
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Special
seal for stamp tax, payment received
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Tax amount
seal 1,296.15
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WSPZZ:
No. 1768484
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January
13, 2009
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CMBJ-2008-00006320-SW-00000645
Page 9
Appendix:
Anti-Corruption Agreement
This
Agreement is made for the purpose of maintaining fair competition in commercial
activities and achieving good faith, resistance to corruption, high efficiency
and win-win pattern in both parties’ business association.
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1.
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Both Parties shall abide national
laws and regulations in the cooperation, and do business in accordance
with Law of the
People's Republic of China for Countering Unfair Competition, Law of the
People's Republic of China on Tenders and Bids, Interim Provisions on
Prohibition of Commercial Bribery and other relevant laws and
regulations.
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2.
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Follow
the principle of fairness, impartiality and openness in the verification
of bid invitation qualification, bidding, bid opening and bid evaluation
and forbid operations under the table. Supervisory department or
authorized officer of Party A shall monitor bid projects in accordance
with relevant regulations, carefully investigate, fairly deal with and
timely respond the complaints and reports concerning tender and bid of
Party B.
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3.
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Related personnel of both parties
and their relatives shall not accept cash, valuable objects, and
securities, etc. from any counter party, request or accept any financial
aids for house construction and fitment, wedding and funeral, abroad
travel and so on from any counter party, shall not make their relatives to
engage in the activities related to the cooperation of both Parties,
accept kickbacks, participate any entertainment, banquet or trip affecting
fair performance of their duties, and shall not apply for reimbursement
for personal expenses.
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4.
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Related personnel of both parties
shall not negotiate or reach agreements on material supply, number and
quality in private for personal
profit.
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5.
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Party B shall not subcontract any
accepted project (including engineering, maintenance, supervision, design
and system integration) by violating regulations or without explicit
consent from Party A.
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6.
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Do nothing violating commercial
ethics, disturbing normal competition order and compromising both Parties’
image; no bidding collusion or disclosure of other party’s secrets; reject
no fair competition from other, and no false or deliberately overrated
budget, tender and pricing in
business.
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7.
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If any Party takes any action
violating above clause or other commercial ethics or market rules, the
cooperation between two parties on such project with violation or similar
project will cease upon
verification.
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8.
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Both Parties are obliged to
report any bribery, irregularity or gross misconduct of the other Party to
the supervisory departments of the other Party or competent
authority.
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9.
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The appendix to this Agreement
shall constitute an integral part hereof, and be sealed with paging seal
together with the main
contract.
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Ways
to contact Supervisory Department of Party A for report:
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Ways
to contact Party B for report:
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Tel:
65546699-82576
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Tel:
▇▇▇▇▇▇▇▇▇▇▇
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Email:
▇▇▇▇▇@▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Email:
▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
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CMBJ-2008-00006320-SW-00000645
Page 10
Place for
Affixing of Tax Stamps
(Seal
of Beijing
AirInbox Information Technologies Co.,)Ltd.
|
Column
for Examination and
Registration
by Registration Authority:
Person-in-charge：(seal)
|
(Special Seal of Beijing
AirInbox
Information Technologies Co.,
Ltd
Contract)
Technology
Contract Registration
Authority
(Special-Purpose Seal)
January
15, 2009
|