Amended and Restated Operating Cooperation Agreement between Shanda Online and Shanda Games
Exhibit 10.05
Amended
and Restated Operating
Cooperation Agreement between
▇▇▇▇▇▇ Online and ▇▇▇▇▇▇ Games
▇▇▇▇▇▇ Online and ▇▇▇▇▇▇ Games
This
Operating Cooperation Agreement between Shangda Online and Shangda Games (hereinafter
referred to as this “Agreement”) is entered into on
this 1st
day of September, 2009 in Pudong
New Area, Shanghai by and between:
Shanghai ▇▇▇▇▇▇ Networking Co., Ltd., located at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇; and
Nanjing ▇▇▇▇▇▇ Networking Co., Ltd., located at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇;
hereinafter collectively referred to as “▇▇▇▇▇▇ Online”; and
Shanghai Shulong Technology Development Co., Ltd., located at ▇▇. ▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ New Area, Shanghai; and Nanjing Shulong Computer Technology Development Co., Ltd., located
at ▇▇. ▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ New Area, Shanghai; and Shanghai Shulong Computer
Technology Development Co., Ltd., located at ▇▇. ▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ New Area,
Shanghai; hereinafter collectively referred to as “▇▇▇▇▇▇
Games”.
▇▇▇▇▇▇
Online and ▇▇▇▇▇▇ Games may hereinafter collectively be referred to as the “ Parties”
and, individually, as the “Party”.
Whereas,
| 1. | ▇▇▇▇▇▇ Online, a user community operator and e-commerce platform service provider, is capable of providing internet-entertainment-content end users with user community services and e-commerce platform services by relying on its ▇▇▇.▇▇▇.▇▇▇ website and backend service system. | |
| 2. | ▇▇▇▇▇▇ Games, an internet-content provider, has the rights to publish and operate |
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| the Cooperation Products hereunder on internet in the People’s Republic of China (the “PRC”). | ||
| 3. | ▇▇▇▇▇▇ Online has agreed to cooperate with ▇▇▇▇▇▇ Games in the operating of Cooperation Products hereunder in accordance with this Agreement by making use of its user community and e-commerce service platforms resources. | |
| 4. | The Parties have agreed to cooperate with each other on the principles of mutual benefits and defending the interests of each other. |
NOW THEREFORE, the Parties have reached the following cooperation terms and conditions in the
operating of the Cooperation Products hereunder in the cooperation regions upon friendly
negotiation in accordance with the laws and regulations of the PRC.
| 1 | Definition and Interpretation |
| 1.1 | Unless otherwise specially specified in the context, the capitalized terms mentioned in this Agreement shall have the meanings set forth below: |
“Cooperation Products”
|
shall mean all online games products that will be operated in the cooperation period by ▇▇▇▇▇▇ Games. | |
“▇▇▇▇▇▇ Passport”
|
shall mean an account (including account number and passport) named as “▇▇▇▇▇▇ Passport” obtained by a user after it fills out its registration on the website being operated by ▇▇▇▇▇▇ Online. An end user may recharge its account with ▇▇▇▇▇▇ Virtual Currency and consume it in all applications. | |
“▇▇▇▇▇▇ Online Users”
|
shall mean such users as have registered ▇▇▇▇▇▇ Passport account numbers. | |
“▇▇▇▇▇▇ Games Users”
|
shall mean the users of the Cooperation Products hereunder. Those ▇▇▇▇▇▇ Online Users logging on and |
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| using the Cooperation Products hereunder shall be deemed as ▇▇▇▇▇▇ Games Users simultaneously. ▇▇▇▇▇▇ Online and ▇▇▇▇▇▇ Games will have the user information at one time, and the Parties shall open and share the user data and information with each other. | ||
“User Data”
|
shall mean user basic data and user application data. | |
“User Basic Data”
|
shall mean the registered user information and all user application data used in the operating cooperation with ▇▇▇▇▇▇ Online, including but not limited to users’ names, addresses, telephones, e-mails, ▇▇▇▇▇▇ Passport account names, passports, and so on. | |
“User Application Data”
|
shall mean such data as is derived from the users’ application of the operating cooperation application with ▇▇▇▇▇▇ Online. The User Application Data in respect of the cooperation specified in this Agreement shall refer to such data in the Cooperation Products as is derived from the use of the Cooperation Products by the users. The User Application Data shall not be used for any other application in the operating cooperation with ▇▇▇▇▇▇ Online, but the Cooperation Products hereunder. | |
“▇▇▇▇▇▇ Online User Communities” |
shall mean the online communities of ▇▇▇▇▇▇ Online Users. | |
“▇▇▇▇▇▇ Online E-commerce Service Platforms” |
shall mean the e-commerce solutions provided by ▇▇▇▇▇▇ Online on the basis of ▇▇▇▇▇▇ Passport, including but not limited to the services of authentication, billing, basic data mining analysis, customer services, ▇▇▇▇-▇▇▇▇, and so on. |
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“▇▇▇▇▇▇ Online Platforms”
|
shall mean the combination of ▇▇▇▇▇▇ Online User Communities and ▇▇▇▇▇▇ Online E-commerce Service Platforms. | |
“▇▇▇▇▇▇ Games Website”
|
shall mean the internet websites, through which ▇▇▇▇▇▇ Games can provide ▇▇▇▇▇▇ Games Users with Cooperation Products hereunder, interact with such users and collect game operating information. | |
“▇▇▇▇▇▇ Online Website”
|
shall mean ▇▇▇.▇▇▇.▇▇▇. | |
“Operating”
|
shall mean the provision of the Cooperation Products and services hereunder to and the collection charges from the end users. | |
“Operating Revenues”
|
shall mean the face value revenues recognized through the consumption of Cooperation Products hereunder by the end users in accordance with US GAAP. | |
“▇▇▇▇-▇▇▇▇”
|
shall mean the ▇▇▇▇▇▇ Online platform interface bundling all applications (including Cooperation Products hereunder), browsers and desktop environments, through which ▇▇▇▇▇▇ Online Users may log on each application, including the Cooperation Products hereunder. | |
“▇▇▇▇▇▇ Virtual Currency”
|
shall mean the virtual currency in ▇▇▇▇▇▇ interactive entertainment cards issued by the affiliates of ▇▇▇▇▇▇ Online to the end users. Such virtual currency can be used for purchasing the Cooperation Products hereunder by the end users. | |
“▇▇▇▇▇▇ Games Virtual Currency” |
shall mean the virtual currency obtained by the end users after they pay RMB or ▇▇▇▇▇▇ Virtual Currency |
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| to ▇▇▇▇▇▇ Games, which shall be issued by ▇▇▇▇▇▇ Games, and will be used in each application (including but not limited to Cooperation Products hereunder) of ▇▇▇▇▇▇ Games by the end users of ▇▇▇▇▇▇ Games and Cooperation Products hereunder. | ||
“Intellectual Properties”
|
shall mean all rights in relation to copyrights, trademarks, patents, domain names and trade secrets, which can reflects the intellectual labor achievements and are stipulated by the Copyright Law, the Trademark Law, the Patent Law, the Law against Competition by Inappropriate Means of the PRC, and other relevant laws, regulations or rules. | |
“End Users”
|
shall mean such natural persons as accept the internet services. | |
“Affiliates”
|
shall mean any direct or indirect subsidiaries or holding companies of any Party, or direct or indirect subsidiaries of any such holding companies. “Holding” refers to the power to directly or indirectly direct the management and strategies of an enterprise, whether depending on securities with voting powers, contracts or otherwise. | |
“Cooperation Region”
|
shall mean the People’s Republic of China, for the purpose of this Agreement, excluding Hong Kong, Macao and Taiwan. |
| 1.2 | ▇▇▇▇▇▇ Online and ▇▇▇▇▇▇ Games may collectively be referred to as the “Parties” and, individually as the “Party”. | ||
| 1.3 | For the purpose of this Agreement, the PRC refers to the People’s Republic of China, excluding Hong Kong, Macao and Taiwan. |
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| 1.4 | A Day mentioned in this Agreement shall refer to a calendar day. A Business Day mentioned in this Agreement shall refer to a statutory business day in China. | ||
| 1.5 | The headings of each chapter and section in this Agreement are for reading convenience only, and shall not affect the interpretation to this Agreement. |
| 2 | Migration of ▇▇▇▇▇▇ Online Users |
▇▇▇▇▇▇
Online and ▇▇▇▇▇▇ Games shall keep close cooperation with each other, and work together
on expanding the user base of the Parties. For this purpose, the rights and obligations of the
Parties are as follows:
| 2.1 | Rights of ▇▇▇▇▇▇ Games |
| 2.1.1 | Subject to the voluntary acceptance of ▇▇▇▇▇▇ Online Users, ▇▇▇▇▇▇ Games shall have the right to provide all ▇▇▇▇▇▇ Online Users with the Cooperation Products hereunder; | ||
| 2.1.2 | ▇▇▇▇▇▇ Games shall have the right to charge ▇▇▇▇▇▇ Online Users in accordance with its pricing standards; | ||
| 2.1.3 | ▇▇▇▇▇▇ Games shall have the right to access the information of ▇▇▇▇▇▇ Online Users if necessary; | ||
| 2.1.4 | ▇▇▇▇▇▇ Games shall have the right to ask for assistance from ▇▇▇▇▇▇ Online for compliance with the national laws and regulations, and the regulations of the government’s regulatory authorities (such as the regulations on anti-fatigue system); | ||
| 2.1.5 | ▇▇▇▇▇▇ Games shall have the right to launch or wind up the operating of Cooperation Products hereunder at its own discretions; | ||
| 2.1.6 | ▇▇▇▇▇▇ Games shall have the right to prevent ▇▇▇▇▇▇ Online Users in violation of the user agreements from logging on or continuing to use the Cooperation Products hereunder in accordance with its user agreements. |
| 2.2 | Obligations of ▇▇▇▇▇▇ Games |
| 2.2.1 | ▇▇▇▇▇▇ Games shall allow ▇▇▇▇▇▇ Online Users to log on all of the |
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| Cooperation Products hereunder with the ▇▇▇▇▇▇ Passport; |
| 2.2.2 | Unless otherwise agreed by ▇▇▇▇▇▇ Online in writing, ▇▇▇▇▇▇ Games shall cause all new users to register the ▇▇▇▇▇▇ Passport; | ||
| 2.2.3 | ▇▇▇▇▇▇ Games shall ensure the stable operating of Cooperation Products hereunder, and organize an efficient operating maintenance team for the service quality of the Cooperation Products hereunder; | ||
| 2.2.4 | ▇▇▇▇▇▇ Games shall ensure that its charges are reasonable and will not violate relevant national pricing regulations; | ||
| 2.2.5 | ▇▇▇▇▇▇ Games shall promptly notify ▇▇▇▇▇▇ Online of new laws and regulations promulgated by the PRC and its governmental authorities, and the Parties shall negotiate on and confirm the assistance methods of ▇▇▇▇▇▇ Online; | ||
| 2.2.6 | ▇▇▇▇▇▇ Games shall make and maintain official websites for the Cooperation Products hereunder, and ensure the legitimacy and truthfulness of such websites; | ||
| 2.2.7 | If ▇▇▇▇▇▇ Games winds up the operating of the Cooperation Products hereunder, it shall give sufficient notice to ▇▇▇▇▇▇ Online Users, and settle the unconsumed prepayment appropriately; | ||
| 2.2.8 | ▇▇▇▇▇▇ Games shall submit the end user agreements in respect of the Cooperation Products to ▇▇▇▇▇▇ Online for review. If ▇▇▇▇▇▇ Online makes reasonable amendments, ▇▇▇▇▇▇ Games shall accept such amendments accordingly. |
| 2.3 | Rights of ▇▇▇▇▇▇ Online |
| 2.3.1 | ▇▇▇▇▇▇ Online shall have the right to review the Cooperation Products hereunder. If it finds the fact that any of the Cooperation Products does not comply with national laws and regulations, ▇▇▇▇▇▇ Online is entitled to notify ▇▇▇▇▇▇ Games in writing to make a correction within reasonable time. If ▇▇▇▇▇▇ Games fails to make such correction within such reasonable time, ▇▇▇▇▇▇ Online is entitled to terminate the cooperation in respect of such product with ▇▇▇▇▇▇ Games without any |
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| prejudices to the amount and payment method of the service fees specified in Article 5 hereof; |
| 2.3.2 | ▇▇▇▇▇▇ Online shall have the right to supervise the service quality of the Cooperation Products hereunder. If it finds the fact that the service quality of any of the Cooperation Products does not meet the prevailing level in this industry, and if ▇▇▇▇▇▇ Online Users give strong complaints against such service quality, ▇▇▇▇▇▇ Online is entitled to notify ▇▇▇▇▇▇ Games in writing to make a correction within reasonable time. If ▇▇▇▇▇▇ Games fails to make such correction within such reasonable time, ▇▇▇▇▇▇ Online is entitled to terminate the cooperation in respect of such product with ▇▇▇▇▇▇ Games without any prejudices to the amount and payment method of the service fees specified in Article 5 hereof; | ||
| 2.3.3 | ▇▇▇▇▇▇ Online shall have the right to examine the end user agreements of ▇▇▇▇▇▇ Games, and to request ▇▇▇▇▇▇ Games to make reasonable amendments or supplements; | ||
| 2.3.4 | ▇▇▇▇▇▇ Online shall have the right to exercise necessary examination against the contents on the official websites of the Cooperation Products hereunder. ▇▇▇▇▇▇ Online is entitled to request ▇▇▇▇▇▇ Games to make a correction within reasonable time provided that ▇▇▇▇▇▇ Online deems that the legitimacy and truthfulness of the contents of the said websites is in question. |
| 2.4 | Obligations of ▇▇▇▇▇▇ Online |
| 2.4.1 | ▇▇▇▇▇▇ Online shall make dedicated websites for the Cooperation Products on its websites; | ||
| 2.4.2 | ▇▇▇▇▇▇ Online shall arrange the linkages for the Cooperation Products hereunder with priority in the ▇▇▇▇-▇▇▇▇ on its websites, and remind ▇▇▇▇▇▇ Online Users of logging on the Cooperation Products with the ▇▇▇▇▇▇ Passport; | ||
| 2.4.3 | ▇▇▇▇▇▇ Online shall try its reasonable commercial efforts to maintain |
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| the ▇▇▇▇▇▇ Online User Communities, and to provide the account services in respect of the ▇▇▇▇▇▇ Passport, including but not limited to registration, change, and recovery of account number; | |||
| 2.4.4 | ▇▇▇▇▇▇ Online shall ensure the stable operating of its websites; | ||
| 2.4.5 | ▇▇▇▇▇▇ Online shall actively promote the Cooperation Products hereunder by making sufficient use of its websites and resources. In the meantime, ▇▇▇▇▇▇ Games shall have the right to promote the Cooperation Products hereunder through other resources and media. |
| 3 | E-commerce Platform Services |
| 3.1 | Authentication Services |
| ▇▇▇▇▇▇ Online shall be responsible for the user authentication services in the operating cooperation hereunder. The rights and obligations of the Parties are as follows: |
| 3.1.1 | Rights of ▇▇▇▇▇▇ Games |
| 3.1.1.1 | ▇▇▇▇▇▇ Games is entitled to examine the authentication services of ▇▇▇▇▇▇ Online, and to request ▇▇▇▇▇▇ Online to make a correction within reasonable time provided that it finds the fact that such authentication services fail to satisfy the service assurance specified in Appendix 3.1.5 hereto. |
| 3.1.2 | Obligations of ▇▇▇▇▇▇ Games |
| 3.1.2.1 | ▇▇▇▇▇▇ Games shall abide by the user authentication policies of ▇▇▇▇▇▇ Online, and entrust ▇▇▇▇▇▇ Online to undertake the authentication services; | ||
| 3.1.2.2 | ▇▇▇▇▇▇ Games shall complete the technical interface development for the ▇▇▇▇▇▇ Passport authentication in respect of the Cooperation Products in accordance with the technical standards provided by ▇▇▇▇▇▇ Online, and plug the authentication interface into the ▇▇▇▇▇▇ Passport authentication system for the Cooperation Products after such Cooperation Products are passed |
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| upon the test of ▇▇▇▇▇▇ Online; |
| 3.1.2.3 | ▇▇▇▇▇▇ Games shall ensure the stability, security and stability of the authentication interface; | ||
| 3.1.2.4 | ▇▇▇▇▇▇ Games shall ensure the data security of ▇▇▇▇▇▇ Online; | ||
| 3.1.2.5 | ▇▇▇▇▇▇ Games shall not create any other authentication system rather than the authentication system specified in this Agreement. |
| 3.1.3 | Rights of ▇▇▇▇▇▇ Online |
| 3.1.3.1 | ▇▇▇▇▇▇ Online shall have the right to test the development achievements for ▇▇▇▇▇▇ Games authentication interface within reasonable time, and to request ▇▇▇▇▇▇ Games to make a correction within reasonable time provided that such authentication interface does not pass the test of ▇▇▇▇▇▇ Online; | ||
| 3.1.3.2 | ▇▇▇▇▇▇ Online shall have the right to examine the data communication stability, security and stability of the interface, and to request ▇▇▇▇▇▇ Games to correct the discovered problems within a reasonable time; | ||
| 3.1.3.3 | ▇▇▇▇▇▇ Passport data shall be the property of ▇▇▇▇▇▇ Online, while ▇▇▇▇▇▇ Games Users data and information shall be shared by both ▇▇▇▇▇▇ Online and ▇▇▇▇▇▇ Games. |
| 3.1.4 | Obligations of ▇▇▇▇▇▇ Online |
| 3.1.4.1 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games and/or its cooperation developers with the clear and definite technical standards, documentation and technical supports in respect of the authentication interface; | ||
| 3.1.4.2 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with the services in respect of e-key or security card authentication, anti-fatigue, account-level management at the request of ▇▇▇▇▇▇ Games; | ||
| 3.1.4.3 | ▇▇▇▇▇▇ Online shall be responsible for maintenance management in respect of authentication servers, authentication system and authentication database of ▇▇▇▇▇▇ Online Users, and shall ensure |
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| the security and stability of the authentication servers, authentication system and users database; |
| 3.1.4.4 | ▇▇▇▇▇▇ Online shall keep sufficient authentication data, and promptly provide authentication data at the request of ▇▇▇▇▇▇ Games; |
| 3.1.5 | For more details on the authentication services, please refer to Appendix 3.1.5 hereto. |
| 3.2 | Billing Services |
| ▇▇▇▇▇▇ Online shall be responsible for the users billing services in the operating cooperation hereunder. The rights and obligations of the Parties are as follows: |
| 3.2.1 | Rights of ▇▇▇▇▇▇ Games |
| 3.2.1.1 | ▇▇▇▇▇▇ Games shall have the right to examine the billing services of ▇▇▇▇▇▇ Online, and to request ▇▇▇▇▇▇ Online to make a correction within reasonable time provided that ▇▇▇▇▇▇ Games finds the fact that billing services fail to satisfy the service assurance specified in Appendix 3.2.5 hereto; | ||
| 3.2.1.2 | ▇▇▇▇▇▇ Games shall keep sufficient billing data in accordance with section 404 of the ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ Act. |
| 3.2.2 | Obligations of ▇▇▇▇▇▇ Games |
| 3.2.2.1 | ▇▇▇▇▇▇ Games shall abide by the billing norms of ▇▇▇▇▇▇ Online, and accept billing services of ▇▇▇▇▇▇ Online; | ||
| 3.2.2.2 | ▇▇▇▇▇▇ Games shall complete the billing interface technology development in accordance with the technical standards of ▇▇▇▇▇▇ Online, and plug the billing interface into the charging system for the Cooperation Products after such completed billing interface technology is passed upon the test of ▇▇▇▇▇▇ Online; | ||
| 3.2.2.3 | ▇▇▇▇▇▇ Games shall ensure the data communication stability, security and stability of the charging system interface; |
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| 3.2.2.4 | ▇▇▇▇▇▇ Games shall not establish any other billing system rather than the billing system specified in this Contract; | ||
| 3.2.2.5 | ▇▇▇▇▇▇ Games shall have the right to set up reconciliation servers, and ▇▇▇▇▇▇ Online shall provide the interface necessary to ensure the stable operation of such reconciliation servers of ▇▇▇▇▇▇ Games. Any amendments to the billing system of ▇▇▇▇▇▇ Online shall be kept consistent with the reconciliation servers of ▇▇▇▇▇▇ Games on a timely basis. |
| 3.2.3 | Rights of ▇▇▇▇▇▇ Online |
| 3.2.3.1 | ▇▇▇▇▇▇ Online shall have the right to test the billing interface development achievements of ▇▇▇▇▇▇ Games within reasonable time, and to request ▇▇▇▇▇▇ Games to make a correction within reasonable time provided that such billing interface does not pass the test of ▇▇▇▇▇▇ Online; | ||
| 3.2.3.2 | ▇▇▇▇▇▇ Online shall have the right to examine the data communication stability, security and stability of the billing interface, and to request ▇▇▇▇▇▇ Games to correct the discovered problems within reasonable time; | ||
| 3.2.3.3 | The billing data related to ▇▇▇▇▇▇ Passport shall be the property of ▇▇▇▇▇▇ Online; however, the data related to ▇▇▇▇▇▇ Games Users shall be shared by the Parties. |
| 3.2.4 | Obligations of ▇▇▇▇▇▇ Online |
| 3.2.4.1 | ▇▇▇▇▇▇ Online shall be responsible for the development of a stable and reliable billing system; | ||
| 3.2.4.2 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games and/or its cooperation developers with billing interface technical standards, billing system development kit, documentation and technical supports; | ||
| 3.2.4.3 | ▇▇▇▇▇▇ Games shall provide ▇▇▇▇▇▇ Online with billing interface development supports; | ||
| 3.2.4.4 | ▇▇▇▇▇▇ Online shall be responsible for maintenance management |
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| in respect of billing servers, billing system and billing database of ▇▇▇▇▇▇ Online Users, and shall ensure the security and stability of such billing servers, billing system and billing database; | |||
| 3.2.4.5 | ▇▇▇▇▇▇ Online shall coordinate ▇▇▇▇▇▇ Games to keep, and provide billing data in accordance with section 404 of the ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ Act at the request of ▇▇▇▇▇▇ Games. |
| 3.2.5 | For more details on billing services, please refer to Appendix 3.2.5 hereto. | ||
| 3.2.6 | Provisions on Conversion between ▇▇▇▇▇▇ Virtual Currency and ▇▇▇▇▇▇ Games Virtual Currency |
| 3.2.6.1 | ▇▇▇▇▇▇ Games shall allow ▇▇▇▇▇▇ Online Users to recharge the ▇▇▇▇▇▇ Passport with ▇▇▇▇▇▇ entertainment cards for obtaining ▇▇▇▇▇▇ Virtual Currency and converting such Virtual Currency into ▇▇▇▇▇▇ Games Virtual Currency; | ||
| 3.2.6.2 | ▇▇▇▇▇▇ Online is responsible for managing the conversion between ▇▇▇▇▇▇ Virtual Currency and ▇▇▇▇▇▇ Game Virtual Currency; | ||
| 3.2.6.3 | The conversion methods for ▇▇▇▇▇▇ Virtual Currency and ▇▇▇▇▇▇ Games Virtual Currency shall be mutually agreed in a form of an agreement by and between ▇▇▇▇▇▇ Games and Shanghai Sheng-fu-tong E-commerce Co., Ltd. ▇▇▇▇▇▇ Online shall carry out technical development and set up the data system in accordance with the said agreement. |
| 3.3 | Data Services |
| ▇▇▇▇▇▇ Online shall be responsible for providing data services at the request of ▇▇▇▇▇▇ Games in the operating cooperation hereunder. For this purpose, the rights and obligations of the Parties are as follows: |
| 3.3.1 | Rights of ▇▇▇▇▇▇ Games |
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| 3.3.1.1 | ▇▇▇▇▇▇ Games shall have the right to request ▇▇▇▇▇▇ Online to develop and provide data reports and data analysis reports based on its reasonable demands. |
| 3.3.2 | Obligations of ▇▇▇▇▇▇ Games |
| 3.3.2.1 | ▇▇▇▇▇▇ Games shall complete the data interface development within the time agreed by the Parties; | ||
| 3.3.2.2 | ▇▇▇▇▇▇ Games shall extract the normative regulations and data in its possession based on the data provided by ▇▇▇▇▇▇ Online; | ||
| 3.3.2.3 | ▇▇▇▇▇▇ Games shall provide ▇▇▇▇▇▇ Online with the data necessary to the data analysis services, including but not limited to the relationship data (association, marriage and good friends) and hobbies of users, and character data (including but not limited to game rating and virtual items data); | ||
| 3.3.2.4 | ▇▇▇▇▇▇ Games shall provide the written development demand reports in detail for its reporting development demands. |
| 3.3.3 | Rights of ▇▇▇▇▇▇ Online |
| 3.3.3.1 | ▇▇▇▇▇▇ Online shall have the right to inspect the data communication stability and security of the data interface, and to request the ▇▇▇▇▇▇ Games to make a correction against the discovered problems; | ||
| 3.3.3.2 | ▇▇▇▇▇▇ Online shall have the right to request ▇▇▇▇▇▇ Games to make additional description on the indefinite data service demand reports; | ||
| 3.3.3.3 | ▇▇▇▇▇▇ Online shall have the right to reject such data service demands as cannot be satisfied under the existing technical conditions. |
| 3.3.4 | Obligations of ▇▇▇▇▇▇ Online |
| 3.3.4.1 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games and/or its partnership developers with the data interface development standards, and with the development supports; |
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| 3.3.4.2 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with the standard data extraction documentation, and with technical supports; | ||
| 3.3.4.3 | ▇▇▇▇▇▇ Online shall appoint special engineers to provide ▇▇▇▇▇▇ Games with telephone supporting services, and to assist ▇▇▇▇▇▇ Games to complete the data collection; | ||
| 3.3.4.4 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with financial settlement statements, player consumption records, recharge records, and trading records of ▇▇▇▇▇▇ Games Virtual Currency; | ||
| 3.3.4.5 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with data analysis and mining services; | ||
| 3.3.4.6 | ▇▇▇▇▇▇ Online shall keep well the original data and analysis data used in the data services, and provide relevant data inquiry services promptly at the request of ▇▇▇▇▇▇ Games. |
| 3.3.5 | For more details on the data services, please refer to Appendix 3.3.5 hereto. |
| 3.4 | Customer Services |
| ▇▇▇▇▇▇ Online shall be responsible for the customer services in the operating cooperation hereunder. For this purpose, the rights and obligations of the Parties are as follows: |
| 3.4.1 | Rights of ▇▇▇▇▇▇ Games |
| 3.4.1.1 | ▇▇▇▇▇▇ Games shall have the right to inspect the customer service quality of ▇▇▇▇▇▇ Online or to do so by random samples, and to request ▇▇▇▇▇▇ Online to make a correction against the discovered problems; | ||
| 3.4.1.2 | ▇▇▇▇▇▇ Games shall have the right to request ▇▇▇▇▇▇ Online to provide customer data. |
| 3.4.2 | Obligations of ▇▇▇▇▇▇ Games |
| 3.4.2.1 | Any user disputes caused by ▇▇▇▇▇▇ Games or arising out of the Cooperation Products hereunder shall be settled at the expenses |
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| of ▇▇▇▇▇▇ Games; |
| 3.4.2.2 | ▇▇▇▇▇▇ Games shall provide ▇▇▇▇▇▇ Online with necessary supports for the customer services in respect of the Cooperation Products hereunder, including but not limited to providing materials, information and notices in relation to the Cooperation Products on a timely basis, and ensuring the response speed and quality of customer service contact points; |
| 3.4.3 | Rights of ▇▇▇▇▇▇ Online |
| 3.4.3.1 | ▇▇▇▇▇▇ Online shall have the right to request ▇▇▇▇▇▇ Games to provide necessary supports; | ||
| 3.4.3.2 | ▇▇▇▇▇▇ Online shall have the right to obtain updated information and materials in respect of the Cooperation Products hereunder. |
| 3.4.4 | Obligations of ▇▇▇▇▇▇ Online |
| 3.4.4.1 | ▇▇▇▇▇▇ Online shall be responsible for all customer services in relation to the Cooperation Products hereunder; | ||
| 3.4.4.2 | ▇▇▇▇▇▇ Online shall keep well the customer service data, and provide customer data at the request of ▇▇▇▇▇▇ Games. |
| 3.4.5 | For more details on customer services, please refer to Appendix 3.4.5. |
| 3.5 | ▇▇▇▇-▇▇▇▇ Plug-in | ||
| ▇▇▇▇▇▇ Online shall be responsible for plugging the Cooperation Products into the ▇▇▇▇-▇▇▇▇ operated by it, and for plugging the ▇▇▇▇-▇▇▇▇ into the Cooperation Products. For this purpose, the rights and obligations of the Parties are as follows: |
| 3.5.1 | Rights of ▇▇▇▇▇▇ Games |
| 3.5.1.1 | ▇▇▇▇▇▇ Games shall have the right to request ▇▇▇▇▇▇ Online to provide the linkage, login and charge services in respect of the Cooperation Products on the ▇▇▇▇-▇▇▇▇ with priority; | ||
| 3.5.1.2 | ▇▇▇▇▇▇ Games shall have the right to request ▇▇▇▇▇▇ Online to update the ▇▇▇▇-▇▇▇▇ version when the Cooperation Products are increased or the version of the Cooperation Products is |
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| updated; |
| 3.5.1.3 | In the event that the ▇▇▇▇-▇▇▇▇ conflicts with the stability of some game products after the ▇▇▇▇-▇▇▇▇ is plugged, ▇▇▇▇▇▇ Games may settle the compatibility and stability of such game products with ▇▇▇▇▇▇ Online with priority for the ▇▇▇▇-▇▇▇▇ plug-in after certain stability standards are achieved. |
| 3.5.2 | Obligations of ▇▇▇▇▇▇ Games |
| 3.5.2.1 | ▇▇▇▇▇▇ Games shall assist ▇▇▇▇▇▇ Online to plug the ▇▇▇▇-▇▇▇▇ into the Cooperation Products and plug the Cooperation Products into the ▇▇▇▇-▇▇▇▇. Any development, improvement, update and maintenance to and for the Cooperation Products by ▇▇▇▇▇▇ Games shall not affect the ▇▇▇▇-▇▇▇▇ plug-in, and ▇▇▇▇▇▇ Games shall inform ▇▇▇▇▇▇ Online of such development, improvement, update and maintenance forthwith; | ||
| 3.5.2.2 | ▇▇▇▇▇▇ Games shall complete the ▇▇▇▇-▇▇▇▇ plug-in and interface development subject to the time agreed by the Parties. | ||
| 3.5.2.3 | ▇▇▇▇▇▇ Games shall provide any assistance necessary and reasonable to the update of the ▇▇▇▇-▇▇▇▇ version. |
| 3.5.3 | Rights of ▇▇▇▇▇▇ Online |
| 3.5.3.1 | ▇▇▇▇▇▇ Online shall have the right to plug the ▇▇▇▇-▇▇▇▇ into the Cooperation Products hereunder, and to determine the service items in the ▇▇▇▇-▇▇▇▇; | ||
| 3.5.3.2 | ▇▇▇▇▇▇ Online shall have the right to change, interrupt or wind up any of the service items and contents in the ▇▇▇▇-▇▇▇▇ at its own discretions. |
| 3.5.4 | Obligations of ▇▇▇▇▇▇ Online |
| 3.5.4.1 | ▇▇▇▇▇▇ Online shall provide the login, authentication and charge services in respect of the Cooperation Products through the ▇▇▇▇-▇▇▇▇; | ||
| 3.5.4.2 | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with standard |
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| software development kit, standard test process, and plug-in documentation matched with the software; |
| 3.5.4.3 | ▇▇▇▇▇▇ Online shall appoint special engineers to provide ▇▇▇▇▇▇ Games with telephone supporting services, and to assist ▇▇▇▇▇▇ Games to complete the ▇▇▇▇-▇▇▇▇ plug-in development; | ||
| 3.5.4.4 | ▇▇▇▇▇▇ Online shall provide special test environments, in which the development staff of ▇▇▇▇▇▇ Games can carry out the tests; | ||
| 3.5.4.5 | ▇▇▇▇▇▇ Online shall be responsible for the maintenance, operating, R&D and updates of the ▇▇▇▇-▇▇▇▇, and for ensuring the end users to log on the Cooperation Products through the ▇▇▇▇-▇▇▇▇; | ||
| 3.5.4.6 | ▇▇▇▇▇▇ Online shall inform ▇▇▇▇▇▇ Games of the updated version of the ▇▇▇▇-▇▇▇▇ on a timely basis; |
| 3.5.5 | For more details on ▇▇▇▇-▇▇▇▇ Plug-in, please refer to Appendix 3.5.5. |
| 4 | Operating of Cooperation Products and Server Maintenance |
| 4.1 | ▇▇▇▇▇▇ Games shall be responsible for providing servers, bandwidth and other resources necessary to the operating of the Cooperation Products, and for the installation, tests and maintenance of necessary server software; | ||
| 4.2 | ▇▇▇▇▇▇ Games shall undertake to keep the server hardware in good condition in the Term of this Agreement, and to ensure the security of the server software, hardware and data. |
| 5 | Revenues Distribution and Payment |
| 5.1 | As for the consideration to the cooperation of ▇▇▇▇▇▇ Online under this Agreement, ▇▇▇▇▇▇ Online is entitled to gain [***] of the operating revenues; | ||
| 5.2 | One clearing cycle is from 0:00 a.m. on the first day of the current month to |
18
| 0:00 a.m. on the first day of the next month. The Parties shall check the operating revenues for the immediately preceding month by the 15th day of each month. ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with a formal service invoice valued with the royalties confirmed by the Parties by the 20th day of each month. ▇▇▇▇▇▇ Games shall pay such royalties for the immediately preceding month in a lump sum to ▇▇▇▇▇▇ Online within ten (10) business days upon receipt of the said invoice. | |||
| 5.3 | If there is any discrepancy between the figures given by the Parties, and if the discrepancy ratio is not more than 5% (inclusive), the figures of ▇▇▇▇▇▇ Online shall prevail. If the said discrepancy ratio is above 5%, the Parties shall make a settlement subject to the figures given by ▇▇▇▇▇▇ Online in the first instance, and then return the overcharge or demand payment of the shortage after the root causes are found out. |
| 6 | Ownership of User Data |
| 6.1 | The user data of ▇▇▇▇▇▇ Online shall be the property of ▇▇▇▇▇▇ Online, while the user data of ▇▇▇▇▇▇ Games shall be co-owned and shared by the Parties; | ||
| 6.2 | ▇▇▇▇▇▇ Games shall have the right to manage and use its user data at its own discretions; however, it shall not use the user basic data in the user data of ▇▇▇▇▇▇ Games by going beyond the cooperation scopes specified in this Agreement, nor make ▇▇▇▇▇▇ Online Users become the non-▇▇▇▇▇▇ Online Users by forcing or soliciting ▇▇▇▇▇▇ Online Users to have secondary registration, nor provide the user basic data to any third party in any way, excluding the user application data (including but not limited to names, ratings, items, relationship and empirical values of the characters) in the user data of ▇▇▇▇▇▇ Games; | ||
| 6.3 | ▇▇▇▇▇▇ Online shall have the right to collect, manage and use its user data at its own discretions. |
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| 7 | Exclusivity |
| ▇▇▇▇▇▇ Games shall solely and exclusively cooperate with ▇▇▇▇▇▇ Online, and shall not have similar cooperation with any third party in the Term of this Agreement. |
| 8 | Term |
This
Agreement shall be in force for five years (60 months) (the
“Term”) from the date when it is entered
into. This Agreement shall be extended for another twelve months
automatically provided that no Party gives a written objection
three months prior to the
expiration of the Term of this Agreement.
| 9 | Statements and Warranties |
| 9.1 | ▇▇▇▇▇▇ Online shall state and warrant that: |
| 9.1.1 | It is an independent legal person incorporated and existing according to law; | ||
| 9.1.2 | It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the ▇▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇ Online websites; | ||
| 9.1.3 | Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it; | ||
| 9.1.4 | Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement); | ||
| 9.1.5 | This Agreement constitutes the effective, binding and enforceable legal obligations against it; | ||
| 9.1.6 | It is in strict compliance with relevant laws, regulations and policies of China; |
| 9.2 | ▇▇▇▇▇▇ Games shall state and warrant that: |
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| 9.2.1 | It is an independent legal person incorporated and existing according to law; | ||
| 9.2.2 | It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the Cooperation Products hereunder and ▇▇▇▇▇▇ Games websites; | ||
| 9.2.3 | Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it; | ||
| 9.2.4 | Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement); | ||
| 9.2.5 | This Agreement constitutes the effective, binding and enforceable legal obligations against it; | ||
| 9.2.6 | It is in strict compliance with relevant laws, regulations and policies of China; | ||
| 9.2.7 | ▇▇▇▇▇▇ Games owns legitimate intellectual rights and/or relevant authorizations in the Cooperation Products hereunder, which have not (will not) infringed the lawful rights and benefits of any third party. |
| 10 | Safeguard Provisions |
| 10.1 | ▇▇▇▇▇▇ Games shall indemnify and hold ▇▇▇▇▇▇ Online and/or its affiliates, employees, shareholders and directors harmless against and from all losses, including but not limited to the compensations of the above persons to third parties (obligees, end users, etc.), administrative penalties against the above persons by relevant governmental authorities, and reasonable investigation fees, court fees and attorney’s fees paid by the above persons for the said matters, arising out of or in relation to the operating of the Cooperation Products, including but not limited to that the contents of the websites of |
21
| the Cooperation Products and other advertising information of ▇▇▇▇▇▇ Games are in violation of laws and regulations, and that the end user disputes in respect of the Cooperation Products are caused due to the reasons of ▇▇▇▇▇▇ Games, and that the Cooperation Products infringe the intellectual properties of a third party due to the reasons of ▇▇▇▇▇▇ Games, and that the above persons are involved in any disputes, claims, liabilities, arbitrations and suits due to the failure of ▇▇▇▇▇▇ Games to obtain the governmental license for the operating of the Cooperation Products hereunder. |
| 10.2 | ▇▇▇▇▇▇ Online shall indemnify and hold its affiliates, employees, shareholders and directors harmless against and from all losses, including but not limited to the compensations of the above persons to third parties (obligees, end users, etc.), administrative penalties against the above persons by relevant governmental authorities, and reasonable investigation fees, court fees and attorney’s fees paid by the above persons for the said matters, arising out of or in relation to ▇▇▇▇▇▇ Passport accounts, including but not limited to that the above persons are involved in any disputes, claims, liabilities, arbitrations and suits due to the end user disputes arising out of ▇▇▇▇▇▇ Passport accounts, which are caused by the authentication, billing and customer services by virtue of the reasons of ▇▇▇▇▇▇ Online. |
| 11 | Intellectual Properties |
| Each Party owns the names, trademarks, signs, icons and images of virtual characters on and of its own websites and/or products, and/or owns intellectual properties in the same. The existence of this Agreement shall not create any assignment of the above rights of each Party to the other Party in whole or part. |
| 12 | Termination |
22
| 12.1 | This Agreement shall be effective and binding upon the Parties as soon as it is entered into. No Party can terminate this Agreement provided that none of the following circumstances occurs: |
| 12.1.1 | Any Party fails to perform its obligations hereunder for three (3) consecutive months due to the Force Majeure; in such case, the other Party is entitled to notify such Party of recovering the performance of this Agreement within thirty (30) days. In the event that the Party so affected by the Force Majeure (the “Affected Party”) is unable to recover the performance of this Agreement within thirty (30) days upon the sending of the said notice, the Party sending such notice is entitled to notify the Affected Party of the termination of this Agreement fifteen (15) days in advance; | ||
| 12.1.2 | In the event that any Party breaches this Agreement seriously (the “Breaching Party”), the Party who has not breached this Agreement (the “Non-breaching Party”) is entitled to notify the Breaching Party of correcting the breaches within thirty (30) days. In the event that the Breaching Party fails to correct its breaches within thirty (30) days upon the sending of the said notice, the Non-breaching Party is entitled to notify the Breaching Party of the termination of this Agreement fifteen (15) days in advance; | ||
| 12.1.3 | In the event that any Party is declared to be bankrupt or insolvent (the “Bankrupt or Insolvent Party”), the other Party is entitled to notify the Bankrupt or Insolvent Party of ending such bankruptcy or insolvency within thirty (30) days. In the event that the Bankrupt or Insolvent Party is unable to end its bankruptcy or insolvency within thirty (30) days upon the sending of the said notice, the Party sending such notice is entitled to notify the Breaching Party of the termination of this Agreement fifteen (15) days in advance; or | ||
| 12.1.4 | In the event that some key terms in this Agreement are in violation of |
23
| China’s laws, or the Parties fail to reach a consensus on the modification of such terms within thirty (30) days, any Party is entitled to notify the other Party of the termination of this Agreement fifteen (15) days in advance. |
| 12.2 | This Agreement can be terminated upon the consensus of the Parties. |
| 13 | Trade secrets |
| 13.1 | ▇▇▇▇▇▇ Games has acknowledged that the user information of ▇▇▇▇▇▇ Online is the trade secrets of ▇▇▇▇▇▇ Online under the confidential measures of ▇▇▇▇▇▇ Online, which is not known to the public and can create economic benefits for ▇▇▇▇▇▇ Online. ▇▇▇▇▇▇ Games shall warrant that: |
| 13.1.1 | It will not obtain the information of ▇▇▇▇▇▇ Online Users through any improper means, including but not limited to requesting or otherwise soliciting ▇▇▇▇▇▇ Online Users to provide ▇▇▇▇▇▇ Passport information or make new registrations when they log on the Cooperation Products; | ||
| 13.1.2 | It will not disclose, use the information of ▇▇▇▇▇▇ Online Users, nor otherwise allow others to obtain the information of ▇▇▇▇▇▇ Online Users through the said means; | ||
| 13.1.3 | It will not violate this section, nor disclose, use or allow others to use the trade secrets under its possession. |
| 13.2 | Without prior written consents of the other Party, any Party shall not disclose any provision, the signature and performance of this Agreement, and any information obtained from the other Party and its affiliates during the signature and performance of this Agreement, to a third party (excluding the disclosure imposed by the laws, regulations, governmental authorities, stock exchanges or other regulatory authorities, and excluding the disclosure to its legal counsels, accounting consultants, business |
24
| consultants and other consultants and authorized employees). | |||
| 13.3 | The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of the confidential sections. | ||
| 13.4 | The confidential sections shall survive during the Term of this Agreement and two (2) years after this Agreement is terminated. |
| 14 | Liability for Breach of Agreement |
Unless otherwise specified in this Agreement, the direct or indirect violation of any
provision of this Agreement, or the failure to perform its obligations hereunder, or the failure
to do so promptly or sufficiently by any Party shall constitute the breach of this Agreement. In
such case, the Non-breaching Party is entitled to notify the Breaching Party to remedy its breach
and to eliminate the consequences arising out of such breach by taking sufficient, effective and
timely measures, and to claim its direct losses from such Breaching Party.
| 15 | Dispute Resolution and Governing Law |
| 15.1 | The conclusion, validity, interpretation, performance, amendments, termination and dispute resolution of, to and arising out of this Agreement shall be governed by the laws of the PRC. | ||
| 15.2 | Any dispute arising out of this Agreement shall be resolved through friendly negotiation in the first instance. In the event that the said dispute cannot be resolved within thirty (30) days after any Party notifies the other Party of resolving such dispute in writing through friendly negotiation, any Party is entitled to institute such dispute to the People’s Court at the signature place of this Agreement. |
| 16 | Miscellaneous |
| 16.1 | Without prior written consents of the other Party, any Party shall not assign its rights and obligations hereunder in whole or part. | ||
| 16.2 | The failure to exercise its rights hereunder by any Party shall not be deemed |
25
| to waive such rights, nor affect the exercise of such rights in future by such Party. |
| 16.3 | This Agreement is made in five (5) copies, two (2) of which will be held by ▇▇▇▇▇▇ Online, and three (3) of which will be held by ▇▇▇▇▇▇ Games. |
(No Text In The Following)
26
IN WITNESS WHEREOF, this Agreement has been duly executed by the authorized representatives of
the Parties as of the day and the year first above written.
▇▇▇▇▇▇ Online:
Shanghai ▇▇▇▇▇▇ Networking Co., Ltd. (Seal)
Signed by Authorized Representative:
Nanjing ▇▇▇▇▇▇ Networking Co., Ltd. (Seal)
Signed by Authorized Representative:
▇▇▇▇▇▇ Games:
Shanghai Shulong Technology Development Co., Ltd. (Seal)
Signed by Authorized Representative:
Nanjing Shulong Computer Technology Development Co., Ltd. (Seal)
Signed by Authorized Representative:
Shanghai Shulong Computer Technology Development Co., Ltd. (Seal)
Signed by Authorized Representative:
27
Appendix 3.1.5 Authentication Services
Section One Interface Development
| a) | Authentication Plug-in Method: the Parties may negotiate on and confirm the login solutions for the Cooperation Products. The optional solutions are as follows: |
| i. | SDK Dynamic Library: Namely PTSDK (Authentication), FCMSDK (Anti-fatigue). The game server sides can be used alternatively; | ||
| ii. | COM Components: Namely PTCOM, applicable to use such components on the websites and online games; | ||
| iii. | CAS: Namely SDCAS, WEBGAME can be plugged into ▇▇▇▇▇▇ One-stop Service through this method; | ||
| iv. | ▇▇▇▇-▇▇▇▇: Namely IGW, the client-side games can be plugged into the authentication services through this method. |
| b) | Interface Test: Each Party will provide test environment to the other Party. ▇▇▇▇▇▇ Online shall complete the test for the plugged Cooperation Products within reasonable time in accordance with its test standards, and such Cooperation Products will go live after the test is completed. |
Section Two Authentication Service Items:
| a) | ▇▇▇▇▇▇ Passport Registration: ▇▇▇▇▇▇ Online shall be responsible for providing the Cooperation Products users with ▇▇▇▇▇▇ Passport registration services; | ||
| b) | ▇▇▇▇▇▇ Passport Management: ▇▇▇▇▇▇ Online will provide all kinds of amendment operation based on ▇▇▇▇▇▇ Passport, including supplements and amendments of information, amendments of passport, recovery of passport, supplements of anti-fatigue information. | ||
| c) | ▇▇▇▇▇▇ Passport Authentication: ▇▇▇▇▇▇ Online shall be responsible for providing the Cooperation Products users with ▇▇▇▇▇▇ Passport |
28
| authentication services; | |||
| d) | Anti-fatigue: ▇▇▇▇▇▇ Online shall be responsible for anti-fatigue strategies and services in respect of the Cooperation Products, and for ensuring that the anti-fatigue functions of the Cooperation Products meet the national standards; | ||
| e) | Secondary Authentication (E-key, Security Card): If the Cooperation Products users have ▇▇▇▇▇▇ e-key or security cards, ▇▇▇▇▇▇ Online may provide such users with authentication services and supporting services in respect of the e-key or security cards; | ||
| f) | Account-level Management: Based on the contributions of the Cooperation Products users to the Cooperation Products, ▇▇▇▇▇▇ Online shall provide the user rating system, and assist ▇▇▇▇▇▇ Games to provide the game players with personalized services in accordance with such system. |
Section Three Authentication Service Assurance:
▇▇▇▇▇▇ Online shall ensure that the authentication services can achieve the following service
standards:
| a) | Registration Response Time: <1.8s | ||
| b) | Authentication Response Time: <1.8s | ||
| c) | Response Time for Secondary Authentication: <1.8s | ||
| d) | Stability of Authentication Platform: 99.9% in whole year |
Section Four Service Team Allocation:
▇▇▇▇▇▇ Online shall arrange the following service team for the authentication services for
the Cooperation Products:
| a) | Project Manager: One Person | ||
| b) | Architect: One Person | ||
| c) | Operation Director: One Person | ||
| d) | Program Director: One Person | ||
| e) | C++ Engineer: Three Persons |
29
| f) | WEB Engineer: Three Persons |
||
| g) | Database Engineer: Three Persons | ||
| h) | Operation Engineer: Four Persons |
30
Appendix 3.2.5: Billing Services
Section One Interface Development
| a) | ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games and/or its partnership developers with standard development kit, cross-platform web services, standard JAP and COM controls, and plug-in documentation and technical supports marched with the software; |
Section Two Billing Service Items:
| b) | Billing Forms: |
| i. | Purchase of Properties: The game players can purchase the properties from the game center by using ▇▇▇▇▇▇ Games Virtual Currency, and the billing system will reduce ▇▇▇▇▇▇ Games Virtual Currency accurately based on the purchased properties; | ||
| ii. | Virtual currency conversion between users: When the game players convert their virtual currency, the billing system will reduce ▇▇▇▇▇▇ Games Virtual Currency of one game player and increase ▇▇▇▇▇▇ Games Virtual Currency of the other game player subject to the order of the game system; | ||
| iii. | Time-length Deduction: ▇▇▇▇▇▇ Online will make appropriate deduction based on the game time-length consumed by the game players; |
| c) | Reporting Services: ▇▇▇▇▇▇ Online will daily provide ▇▇▇▇▇▇ Games with the data on the consumption user number (times) with, recharge user number (times), revenues from the consumption and recharge for the immediately preceding day; | ||
| d) | Reconciliation Services: ▇▇▇▇▇▇ Online will daily provide ▇▇▇▇▇▇ Games with consumption list, recharge list and trading list of all game players for the immediately preceding day. |
Section Three Billing Service Assurance:
31
99.9% stable operation every year; linkage disposal capability of more than 2000 game servers;
more than 1200 times per second for balance authentication; 700 times per second for concurrent
transactions; supports to 4.00 million concurrent online users; capacity expansion based on the
increase of ▇▇▇▇▇▇ Games Users
Section Four Service Team Allocation:
▇▇▇▇▇▇ Online shall arrange the following service team for billing services for the
Cooperation Products:
| e) | Project Manager: One Person | ||
| f) | Project Vice-manager: One Person | ||
| g) | Product Engineer: One Person | ||
| h) | Application Development Engineer: Seven Persons | ||
| i) | Database Development Engineer: Four Persons | ||
| j) | System Maintenance Engineer: Three Persons | ||
| k) | Test Engineer: One Person |
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Appendix 3.3.5 Data Services
Section One Service Items:
| a) | Reporting Services: | ||
| ▇▇▇▇▇▇ Online shall provide the following reporting services at the request of ▇▇▇▇▇▇ Games: |
| i. | Reporting development; |
||
| ii. | Display of reporting data |
| b) | Personalized Data Inquiry: ▇▇▇▇▇▇ Online shall provide business data inquiry at the request of ▇▇▇▇▇▇ Games; | ||
| c) | Data Analysis and Mining: ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with the guidance of data observation. |
Section Two Service Assurance:
| ▇▇▇▇▇▇ Online shall ensure the data services to meet the following standards: |
| a) | Response Time: ▇▇▇▇▇▇ Online shall provide ▇▇▇▇▇▇ Games with the data inquiry results in strict compliance with the response time agreed by the Parties; | ||
| b) | Stable Operating Ratio: The stable operating ratio of the servers shall achieve 100%. |
Section Three Service Team Allocation:
| a) | BO Reporting Development Team: |
| i. | Job Duties: Responsible for the development and maintenance of BO reports | ||
| ii. | Number of Members: Three Persons |
| b) | Extract, Transfer and Load (ETL): |
| i. | Job Duties: Responsible for giving data extract standards, controlling the quality of data sources, and clearing, integrating and confirming the accuracy of the extracted data; | ||
| ii. | Number of Members: One Person |
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| c) | Data Warehouse (DW) Team: |
| i. | Job Duties: Make development and maintenance based on DW database | ||
| ii. | Number of Members: Two Persons |
| d) | Data Analysis Inquiry Team: |
| i. | Job Duties: Responsible for data inquiry, analysis and mining, and providing game project teams, sales staff, finance staff with data supports, and data supports for the strategies of high-level management | ||
| ii. | Number of Members: Five Persons |
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Appendix 3.4.5: Customer Services
Section One Customer Service Contact points:
| ▇▇▇▇▇▇ Games shall arrange the following contact points: |
| a) | Business Contact: |
| i. | Contact points for new game business | ||
| ii. | Contact points for daily game maintenance | ||
| iii. | Contact points for emergency |
| b) | Technical Contact: |
| i. | IT maintenance contact points |
||
| ii. | System development contact points |
| ▇▇▇▇▇▇ Online shall arrange the following contact points: |
| a) | Business Contact: |
| i. | Game Business Manager | ||
| ii. | Training Director | ||
| iii. | Director on Duty |
| b) | Technical Contact: |
| i. | Business Manager |
||
| ii. | Project Director |
Section Two Customer Service Items:
| c) | Seats: |
| ▇▇▇▇▇▇ Online shall provide the following seating services: |
| i. | Business consulting and processing, introduction on new business, market researches, order processing, acceptance of complaints, return visit to customers, customer maintenance, and so on; | ||
| ii. | Diversified user service methods: such as telephone services, forum services, e-mail services, fax services, return visit services, reception services, self-help services, and so on |
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| d) | Automatic Question & Answer System: |
| ▇▇▇▇▇▇ Online shall provide the Automatic Question & Answer System services for the Cooperation Products as follows: |
| i. | Answer the questions of an asker through the auto-match method; |
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| ii. | Equip with simple man-machine dialogue functions. |
Section Three Customer Service Assurance:
| e) | ▇▇▇▇▇▇ Online shall ensure the contacts by telephone, forum, e-mail, fax, return visit and reception for the Cooperation Products Users; | ||
| f) | ▇▇▇▇▇▇ Online shall ensure at least 7000 person-time telephone services per day, at least 3000 person-time e-mail and forum services per day, at least 160000 person-time internet services per day and 150 person-time visit services per day. |
Section Four Service Team, Technology and Premises Settings:
| g) | Team Allocation: |
| i. | Shanda Online shall provide at least 180 telephone lines, at least 100 seats and at least 450 full-time customer service persons. | ||
| ii. | Two customer service directors and one quality control person shall be appointed for twenty customer service persons; | ||
| iii. | All service persons have passed the position qualification authentication. |
| h) | Technical Settings: |
| i. | No. 1 plug-in in whole country/Shanghai | ||
| ii. | Interactive Voice Response (IVR), 7*24-hour supports | ||
| iii. | Automatic Call Distribution (ACD), the telephone will jump automatically if the line is engaged | ||
| iv. | Full telephone recording, intelligent outbound contact solution | ||
| v. | Accessible by remote seats | ||
| vi. | Collection of customer information, statistics of telephone traffic and creation of reports |
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| vii. | Complete basic hardware supports, including PBX, ACD and CTI | ||
| viii. | CRM application system | ||
| ix. | Recording system | ||
| x. | Monitor reporting system |
| i) | Premises Settings |
| i. | Working areas, conference rooms, training rooms and staff lounge in the customer service center |
Section Five User Indexes
| j) | ▇▇▇▇▇▇ Online undertakes that its customer services shall meet the following user indexes: |
| i. | Telephone services satisfied by customers (number of users satisfying the telephone services/total number of voting users *100%) >95%; | ||
| ii. | Response ratio (number of settled matters within specified time/total number of submitted matters ×100% (24 hours for common customers, 3 hours for VIP, 72 hours for batch processing)) >95%; | ||
| iii. | Telephone response ratio (number of answer calls within 3 seconds after the telephones ring/total number of telephones allocated to the seats *100%) >98%; | ||
| iv. | Service complaint ratio (complaint volumes/total service volumes *100%) <1 0/000; | ||
| v. | Average waiver ratio (year) (waiver volume/total incoming call volume *100%) : |
| 1) | Common Users: £ 45% | ||
| 2) | VIP Users: £ Q2%. |
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Appendix 3.5.5: ▇▇▇▇-▇▇▇▇ Plug-in
Section One ▇▇▇▇-▇▇▇▇ Service Items:
| a) | ▇▇▇▇-▇▇▇▇ Functions: |
| i. | Shanda Passport: Register ▇▇▇▇▇▇ Passport, log on games through ▇▇▇▇▇▇ Passport, support secondary authentication (including but not limited to e-key/security cards), support anti-fatigue, and provide account management services such as passport amendment; | ||
| ii. | Recharge: Recharge function of ▇▇▇▇▇▇ Passport; | ||
| iii. | Remit account: Remit account from ▇▇▇▇▇▇ Passport to game accounts; | ||
| iv. | Customer Service: Caihong Automatic Question & Answer System; | ||
| v. | Openness: Customize the Cooperation Products Users to add other internet contents and services and to develop other internet contents and services; | ||
| vi. | Message Services: Support news dissemination functions in the Cooperation Products. |
| b) | Data Services: ▇▇▇▇▇▇ Online will regularly provide login data relating to ▇▇▇▇-▇▇▇▇, and online data at the request of ▇▇▇▇▇▇ Games. | ||
| c) | Product Development: ▇▇▇▇▇▇ Online may provide the ▇▇▇▇-▇▇▇▇ version and customize the updated services at reasonable request of ▇▇▇▇▇▇ Games. |
Section Two ▇▇▇▇-▇▇▇▇ Service Assurance:
| a) | System Assurance: 99.9% stable operation every year; handling capability of 2000 times per second; complete tracking system for the number of online persons; support the concurrent ▇▇▇▇-▇▇▇▇ use by 1.00 million users | ||
| b) | The response speed for the game customer sides and resource consumption can achieve certain standards after ▇▇▇▇-▇▇▇▇ is connected to the games, such as Delphi technology games. |
Section Three Service Team Allocation
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| a) | Application plug-in supports: Two Persons | ||
| b) | Test and version control services: One Person | ||
| c) | User Service Supports: One Person | ||
| d) | Operating Service Supports: Three Persons |
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