Unassociated Document


    
      China
Unicom Henan Branch

      Value
added service cooperation agreement

      


      


      Party A:
China Unicom Henan Branch

      Party B:
Zhengzhou Shenyang Technology. Co., Ltd.

      Signed
On: 19th, March,
2009.

      


      Chapter
1

      


      
        	
                1.

              	
                The
      agreement is signed on 19th,
      March, 2009 in Zhengzhou by the Parties.  China Unicom Henan
      Branch is Party A. It is located in No. 5, Zheng Hua Road, Zheng zhou
      City. Mr. Wang Zu’yi is the president. Zhengzhou Shenyang Technology. Co.,
      Ltd. Is Party B. It is located in No. 170, Gong Ren Road, Zhengzhou City.
      Mr. Zhong Bo is the president.

              


      

      
        	
                2.

              	
                The
      agreement is composed of the content and the
  exhibit.

              


      

      
        	
                3.

              	
                Party
      A and Party B cooperate with each other on the value added service. The
      access No. of Party B is 8037. The business code is
  42168.

              


      

      
        	
                4.

              	
                The
      agreement and relevant amendment documents would be provided by the Party
      A and agreed by both Parties.

              


      

      
        	
                5.

              	
                If
      there is any other value added service rather than described in this
      agreement in the future, the Parties should discuss with each other in a
      friendly manner to decide whether to set a new agreement to cover the
      service or to add it/them in this
agreement.

              


      

      


      Chapter
2  Definition

      


      The terms
should be interpreted in line with the written definitions agreed by the Parties
or in line with Chinese laws, regulations, rules and policy.

      


      Chapter
3  Cooperation modes

      


      3.1.  Party
A shall provide network resources and user resources to Party B. Access service,
customer service and charge service would be charged by Party A from Party B
since all the above mentioned services rely on the systems owned by Party
A.

      3.2.  Party
A shall allocate the business code to Party B. Party A would use the business
code to identify Party B in its systems. Party A shall ensure the stability of
the business code.

      3.3.  Party
A shall establish and maintain the SP service system. Party A shall provide the
user name and password to Party B. Party A shall ensure the reliability of the
SP service system. Party B should ensure the accuracy of the following
information: name, authorized bank, bank account, and coordinator
etc.

      3.4.  The
SP service system would generate the following information: contract, charge,
customer complaints, etc. It includes but not limited to data, diagram,
exhibits, etc.

      3.5.
Party B shall not authorize any third party to use its SP user name and
password. If not, Party B solely would bare all the relevant
responsibilities.

      3.6.   During
the period of the implementation of the agreement, Party B shall provide the
following information to Party A when demanded: number of users, user
classification, user habits of the system, potential market, etc.

      3.7.  Party
B shall obey the Business
Standards and Co-operation Policy of Value Added
Service with China Unicom Henan Branch which are set by Party
A.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Chapter
4

      


      4.1.  The
Parties shall use the mobile telecommunication networks and value added service
platform owned by Party A. Party B is responsible for the content of the
service; product development; platform establishment and maintenance; marketing
and customer service. Party A is responsible for the fee
collection.

      4.2.  The
content of the service means the value added service provided to
users.

      4.2.1.  Party
B shall obey all the relevant laws, regulations, rules and policy when provide
the content of the service.

      4.2.2.  Party
B shall resolve all the disputes and lawsuits related to the content of the
service.

      4.2.3.  Party
B shall ensure the safety and security of the content of the
service.

      4.3.  Product
development means value added products related research and development
activities.

      4.4.  Platform
establishment and maintenance means the software and hardware related to the
value added service and products.

      4.5.  Marketing
means all the promotion activities; advertisement and marketing channel
establishment etc.

      4.5.1.  The
Parties may launch the marketing activities together or separately to promote
the value added services.

      4.5.2.  The
name; brand; LOGO of Party A or the products owned by Party A shall be used by
Party B after the confirmation from Party A.

      4.5.3.  Party
B shall obey the China Unicom
VI Management Policy when use the name; brand; LOGO of Party A or the
products owned by Party A.

      4.5.4.  Party
B shall not cooperate with the competitors of Party A when promote the value
added service.

      4.5.5.  Party
B shall inform the users in a clear and accurate way about the details of the
value added service.

      4.5.6.  No
imbedded service should be applied in the UTK/STK; OTA cards without the
confirmation of Party A.

      4.6.  Customer
service includes the following factors: 7*24 hr service center; service
consulting; customer complaints resolution; etc.

      4.7.  The
definition of fee collection is described in chapter X.

      4.8.  The
value added service related to the agreement shall in line with the roles and
responsibilities set in chapter V.

      4.9.  Party
B may need Party A to reserve its server. The details shall be set in a separate
agreement.

      


      Chapter
5

      


      
        	
                5.1.

              	
                During
      the implementation process of the agreement, the Parties shall maintain
      the platform and interface separately.

              
	
                5.2.

              	
                Roles
      and responsibilities of Party A

              
	
                5.2.1.

              	
                The
      hardware and software of the data networks and value added service
      platform shall be provided by Party A.

              
	
                5.2.2.

              	
                Party
      A shall help Party B to connect the servers and interfaces between the
      Parties.

              
	
                5.2.3.

              	
                Party
      A shall provide the technical agreements and interface standards to Party
      B.

              
	
                5.2.4.

              	
                Party
      A shall ensure the reliability of its servers and
    platforms.

              
	
                5.2.5.

              	
                Party
      A shall have the rights to do testing and debugging activities and demand
      Party B to do the modification accordingly on an event-driven
      basis.

              
	
                5.2.6.

              	
                If
      possible, Party A shall inform Party B in advance when any emergency
      conditions may occur.

              
	
                5.2.7.

              	
                Party
      A shall inform Party B in the earliest time when any emergency conditions
      occur.

              
	
                5.3.

              	
                The
      roles and responsibilities of Party B.

              
	
                5.3.1.

              	
                Party
      B shall establish and maintain the required system.

              
	
                5.3.2.

              	
                Party
      B shall apply for the telecommunication access and
      maintenance.

              
	
                5.3.3.

              	
                Party
      B shall do the debugging and maintenance activities of the system during
      the night.

              
	
                5.3.4.

              	
                Party
      B shall conduct the debugging and maintenance activities of the system
      after the written confirmation of Party
A.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                5.3.5.

              	
                Party
      B shall cooperate with Party A under emergency conditions and obey the
      arrangement made by Party A.

              
	
                5.3.6.

              	
                Party
      B shall ensure the safety and security of the networks and systems of
      Party A when transmitting data or information.

              
	
                5.3.7.

              	
                The
      7*24 hr maintenance of the system should be provided by Party
      B.

              
	
                5.3.8.

              	
                Party
      B shall reserve all the data of the latest six months in its log to track
      the problem when necessary.

              
	
                5.3.9.

              	
                Party
      B shall include the details of service fee, customer service hotline in
      the reply to users.

              
	
                5.3.10.

              	
                Party
      B shall provide the procedures to users about how to terminate the
      subscription.

              
	
                5.3.11.

              	
                Party
      B shall ensure the safety and security of all the products and services
      provided to users.

              
	
                5.3.12.

              	
                Party
      B shall not violate any Chinese laws; regulations; and
    rules.

              
	
                5.3.13.

              	
                Party
      B shall not provide any illegal services to users.

              
	
                5.3.14.

              	
                Party
      B shall not provide services that are not agreed by Party
    A.

              
	
                5.3.15.

              	
                Party
      B shall not send SMS or Ads without the permission of Party
    A.

              


      

       

      
        Chapter
6  Cooperation


      

      
        	
                6.1
      The hereinafter called value-added business with China Unicom Henan Branch
      (hereinafter called as Henan Unicom) means summary for various short
      message services and application business based on Henan Unicom mobile
      network and various mobile value-added business, it takes the “Unicom
      Infinite” as general brand by including main business types: Unicom
      Online, Interaction, Voice Short message and Bell, which will gradually
      develop with technical innovation and business
  innovation.

              
	
                6.2
      Party B shall apply for Party A to cooperate with above-mentioned
      business, and will be approved after passing qualified
      conditions.

              
	
                6.3
      Both parties will collect communication fees and short message service
      fees from users. The collection method, profit proportion, fees,
      settlement and collection fees shall be referred to Attached III and
      Chapter 9.

              
	
                6.4
      Both parties shall strictly abide by prescriptions of short message
      industries departments to pay the complaint customers preferably. It means
      to pay the doubtful amounts to customers before clarifying
      responsibilities. During short message settlement, this amount shall be
      deducted by 2% via 10109696 service center, and the rest amounts (no any
      other deducted amounts) shall be distributed to both parties according to
      existed proportion. Party B also shall bear corresponding liabilities for
      any complaints caused by his own reasons.

              
	
                6.5
      Party B shall apply written form or via SP service center to increase or
      change any value-added business (specific affairs shall be referred to
      Party A’s administrative prescriptions), and then submit qualification
      documents. Party A shall test the relevant business, then issue written
      approval documents or via SP service system to determine Party B’s
      qualification.

              
	
                6.6
      Party B shall not breach any prescription listed in Attached II “Breaching
      contract behaviors” and “Administrative method for value-added business of
      Henan Unicom”, or any other behaviors or supports damaging Party A and
      customers’ interests.

              
	
                6.7
      Party B shall bear all responsibilities or losses caused by any third
      party providing value-added business through Party B’s interface. Party A
      shall bear no responsibility for customers or the third
    party.

              
	
                6.8
      Unless otherwise agreed, Party B shall recognize any business mode changes
      proposed by Party A and assist Party to complete these
      changes.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                Chapter
      7  Intellectual property

              
	 
      
	
                7.1
      Any involved copy right, trademark right, patent and other intellectual
      property issues occurred during cooperation shall meet national
      prescriptions; Party B shall sign necessary authorized/approval agreement
      to ensure no intrusion of legal interests. Party A shall bear no
      responsibilities for any intellectual issues caused by Party B’s
      services.

              
	
                7.2
      Party B shall bear responsibility on his own account to any issues about
      security and legality, and bear all suit, claim and administrative penalty
      losses.

              
	
                7.3
      Party B shall ensure to abide by basic rights of citizens (such as
      confidential right) made by the government. Party B shall adequately
      inform relevant service character and application scope to
      customers.

              
	
                7.4
      Party A may design, fabricate and register trademark, signal, mark or LOGO
      for his value-added business, even make market promotion activities. If
      both parties cooperate to do this, they shall independently sign
      cooperation agreement about common promotion affairs. Both parties agree
      that: the purpose of common promotion is to make the value-added business
      better; the activities shall not invade any party or the third party’s
      trademark, intellectual property or industrial property rights. If failed,
      the fault party shall bear all infringement liabilities and any other
      economic losses, and eliminate any possible negative social
      effects.

              


      

       

      
        	
                Chapter
      8  Charging, settlement and charges
collection

              
	 
      
	
                8.1
      Charging

              
	
                8.1.1
      Communication fees shall be made by Party A: short message service fees
      shall be principally made by Party B and approved by Party A. Any price
      changes (inc. collection mode) shall be approved by Party
    A.

              
	
                8.1.2
      Party B shall choose multiple collection modes based on quantity, time and
      month, also can provide various modes for users. Party B shall definitely
      inform collection mode, standard and service line for users on website,
      agreement or mobile interface or via short message.

              
	
                8.1.3
      Limit standard of short message fees:

              
	
                Short
      message mode—programme order: RMB 1 Yuan/time, RMB 15
      Yuan/month;

              
	
                Voice
      mode—charge based on time: chatting for RMB 0.1 Yuan/min, RMB 2 Yuan/min
      for other business:

              


      

      
        	
                 
      

              	
                Time:
      RMB 5 Yuan/time;

              


      

      
        	
                 
      

              	
                Month:
      RMB 15 Yuan/month.

              


      

      
        	
                 
      

              	
                GPS
      flow amount—RMB 3.5 Yuan/month, 30M

              


      

      
        	
                8.2
      Settlement

              
	
                8.2.1
      All communication fees from customers or Party B through Party A’s mobile
      communication network shall be Party A’s profits.

              
	
                8.2.2
      Settlement shall be based on info service fees. After deducting 8% bad
      debts and other fees, both parties shall be distributed based on existed
      proportion. Following profits shall be for Party A: providing resources,
      business platform, business test and quality monitoring service, client
      service, business propagation, charge collection and/or
      charging.

              
	
                8.2.3
      Settlement mode and proportion for short message service fees shall be
      additionally specified in business attachment.

              
	
                8.2.4
      Settlement period: both parties shall have once settlement per month: a
      calendar month shall be a settlement period.

              
	
                8.2.5
      Settlement flows

              


      

      
        
          	
                  (1)
      Customers use the value-added business for the first
  month;

                
	
                  (2)
      Party A shall issue settlement info (communication, short message service
      fees, etc.) to Party B before 15th of the second month through SP service
      system;

                
	
                  (3)
      Party B can send the approved amount bills and invoices to Party A before
      25th of the second month about relevant service fees;

                
	
                  (4)
      Party A shall pay amounts to Party B’s account before 25th of the third
      month;

                
	
                  (5)
      If Party B failed to feed back amount bills and invoices (affixed with
      Party B’s official seal), Party A will delay to pay amounts, and pay for
      Party B within 3 months by receiving the determined amount bills and
      invoices. Party A shall bear no liabilities for such delayed
      payment;

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

         

        
          	
                  (6)
      If Party B failed to send bills and invoices within a half year (since the
      15th of the second month), then it can be regarded as that Party B waives
      up the right. Party A shall be exempted from any obligations to pay this
      amount;

                
	
                  (7)
      Both parties shall provide formal invoices during
    settlement.

                



      

      
        
          	
                  8.2.6
      Both parties shall verify the communication and short message service
      fees. If the data error not exceeded 5%, take Party A’s data as standard;
      if the error is more than 5%, both parties shall check again. If Party A
      can’t pay amount timely due to verification of amount, Party A shall bear
      no responsibility.

                
	
                  8.2.7
      Party A shall calculate the final profits for Party B by deducting other
      charges based on existed distribution proportion.

                
	
                  8.2.8
      If the bill amount is negative, Party B shall pay corresponding amounts to
      Party A. Payment period and flows for Party B are the same with that of
      Party A. Party B shall timely obtain formal invoices from Party A after
      payment.

                
	
                  8.2.9
      Party B shall update bank account number registered in SP service system.
      If any payments were withdrew or failed to remit into Party B’s account
      due to wrong bank info, Party A will delay to pay the amount. The delayed
      paying time shall be the recent settlement month—June or December after
      receiving failure payment notice. Party A shall bear no
      responsibility.

                
	
                  8.2.10
      Party B shall timely inform Party A the changed company name (via SP
      service system or other appropriate modes). All payments payable for Party
      B after his company name change, no matter they occurred before or after
      the name change, Party A shall pay the amounts payable to the changed bank
      account of Party B. Any failed payments caused by unfinished change
      procedures shall be treated according to the item
8.2.9.

                
	
                  8.2.11
      If Party B terminate the agreement, both parties shall settle short
      message service fees occurred before termination, and deduct relevant
      service fees and default penalties specified in termination
      mechanism.

                


        

      

      8.3. Fee
collection

      8.3.1.
The information service fee shall be collected by Party A.

      8.3.2.
The content of the information service should be checked by Party A before the
fee collection.

      8.3.3.
Party A shall provide the receipt or invoice to the users.

      8.3.4.
Party B shall provide the necessary materials, which would prove that the users
are well informed of the fee collection mechanism.

      8.3.5. If
there is any dispute regarding to the fee from the users, Party B shall explain
to the users.

      8.3.6. If
the dispute regarding to the fee from the users would not be resolved within 15
days, Party A shall reimburse the users and deduct that portion from Party
B.

      8.3.7.
During the resolution of any disputes, both Parties shall not terminate any
other services.

      


      Chapter
9  Termination of the agreement and relevant resolution

      


      9.1. The
Parties agreed to evaluate the status of the value added service on the
following criteria: business testing; business development and violation of the
agreement.

      9.2. The
business testing related termination of the agreement would be raised by Party B
when necessary.

      9.3.  The
business development related termination of the agreement would be raised by
Party A when necessary.

      9.4.  The
violation of the agreement related termination of the agreement would be raised
by either Party on an event-driven basis.

      9.5.  The
business cultivation period is an exception of the above mentioned termination
terms.

      9.6.  Party
A may terminate the agreement when Party B violates one term of the
agreement.

      9.7.  Party
A shall inform Party B in advance when terminating the agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      Chapter
10  The Change or Termination of the Agreement

      


      10.1
Party A and Party B should together comply with the regulation and standard made
by Party A. If there is conflict between the regulation or standard and this
agreement, it should subject to the regulation or standard.

      10.2 Each
party should deliver a written notice to the other party fifteen days before if
it intends to change or revise this agreement.

      10.3
Except the previsions in this agreement, without the written permission, any
party should not terminate cancel this agreement unilaterally.

      10.4 If
one party could not carry out the business because the other party does not
fulfill its responsibility, the observant party in breach is entitled to claim
for economic loss and disarmament agreements.

      10.5 If
each party terminates the business according to the previsions in this
agreement, then this agreement is terminated immediately.

      10.6 This
agreement would be terminated immediately if Party B has the situations as
follows:

         (1)
Transfer the number, Digital Web acquired from Party B without its
permission.

         (2)
Extend the permission Business area

         (3)
Provide the business and category which is not permitted by the
government.

         (4)
Provide false copyright and qualification

         (5)
Other activities not met the request of government department.

       10.7
Party B should notice Party A in the event of any change of company nature and
qualification. This agreement should be terminated if Party B has no capacity to
carry out the business because of dissolution, liquidation or
bankruptcy.

      10.8
Company shall promptly to the business management department and the information
industry department to transact company name change procedures, renewal of a
valid certification and operational qualification certification if the company
intends to change the name.

      10.9 If
Party B wants to transfer this agreement to the third party, then the third
party should take all the right and obligation of Party B provided in this
agreement.

      


      Chapter
11  Confidential


      
        11.1 Two
parties agree not to divulge to third party, without the  prior
written consent of the other, any confidential information obtained from or
through the other in connection with the performance of this Agreement (the
“Confidential Information”), including the terms of this Agreement. Confidential
Information may include, without limitation, trade secrets, processes, formulae,
source code materials, specifications, programs, software packages, test
results, technical know-how, methods and procedures of operation, business or
marketing plans, customer lists, proposals, and licensed
documentation.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

         

      

      11.2 Any
party should not divulge any confidential information to the third
party when it is the expiry date and five years after.

      11.3 The
two party should take any appropriate activities to protect the other’s
confidential information. And this information can be only used according to the
provision in this agreement.

      11.4Each
party will instruct their employees to identify as confidential any such
information.

      11.5 If
it is necessary, the acceptance party should turn the documents contained any
confidential information.

      11.6
Information shall not be considered confidential if it: 

      (1)is contained in a printed publication prior to the date of this Agreement

      (2)is or becomes publicly known through no wrongful act or failure to act on the part of the receiving party;

      
        (3)is
rightfully known by the receiving party without any proprietary restrictions at
the time of receipt of such information from the disclosing party or becomes
rightfully known to the receiving party without proprietary restrictions from a
source other than a party to this Agreement;

      

      (4)is required by law to be disclosed by the receiving party; provided that the receiving party promptly notifies the other party and takes reasonable steps to limit such disclosure permissible under law; 

      (5)is independently developed by any employee or agent of the receiving party who has not had access to or been informed of the information in question.

      11.4 Each
party also has the responsibility to protect the detail in this
agreement.

      


      Chapter
12  Other Liability for Breach of Contract

      


       

      12.1 Each
party should comply with the provision in this agreement, it constitutes a
breach of contract if one party does not carry out one’s obligation, guarantee
or permission and take any loss of the other party.

      12.2 If
one party could not carry out the business because the other party does not
fulfill its responsibility, the observant party in breach is entitled to claim
for economic loss and disarmament agreements.

      12.3 In
addition to liability for breach of agreement in this chapter, the A and B Both
sides should also bear the relevant provisions of exit mechanism, value-added
business management approach, value-added business operation maintenance
management practices.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      Chapter
13  Force Majeure

      


       

      13.1 Any
failure or delay in the performance by either Party hereto of its obligations
under this Agreement shall not constitute a breach hereof or give rise to any
claims for damages if it is caused by the following occurrences beyond the
control of the Party: earthquake, fire, floods, explosions, storms, accidents,
war.

      13.2 One
party will not take the responsibility of any loss of the other party because of
force majeure.

      13.2The
Party affected by force majeure event shall immediately cable the other Party
about the event, and submit within15 days after the cable the certified
documents issued by a public competent organization at the place where the force
majeure event has taken place, with which the two Parties hereto shall
settle the problem in a friendly and reasonable way.

      


      Chapter
14  Applicable Law and Dispute Resolution

      


       

      14.1 The
effectiveness, implementation and interpretation of this agreement are subject
to the law of The People's Republic of China.

      14.2 A
result of any dispute arising from this agreement, both sides should be resolved
through friendly consultations. If negotiations does not affect, it should be
submitted to the Arbitration Commission for arbitration in Zhengzhou. Blanking
ruling is final and binding on both parties. Arbitration shall be
Chinese.

      


      Chapter
15  Miscellaneous

      


       

      15.1
Transferability. With the agreement of both sides, Party B can transfer all or
part of the right or obligation to the third party who has the capacity or
qualification.

      15.2 This
agreement is only between the two parties who signed it. Any provision in this
agreement should not have the effect to:

      (1) shape
the partnership between two parties;

      (2) make
one party be the attorney of the other party;

      (3)
authorize one party to incur costs or other obligations for the other
party.

      15.3 If
one party does not or delay to carry out any right under this agreement, it
should not be taken as the giving up of this right. And if this party has
exercised any right, it will not interfere with their exercise of this right
again in the future.

      15.4 The
invalidity of a provision of this agreement does not affect the validity of
other provisions of this agreement.

      15.5 This
agreement is effective since the date the authorized representatives of both
signed their name or sealed. Unless terminated earlier by agreement, this
agreement will be valid until March 19, 2010.

      When this
agreement expires, Party A can audit the capacity and qualification of Party B,
it meets the requirement, this agreement will automatically renew. It can extend
to one year for each limited.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      15.6 The
attachment will be effectiveness since Party A signed and the legal
representative of Party B signed and sealed.

      15.7 This
agreement and attachment plus 4 copies with a valid signature. Each party will
keep two copies. Each copy has the same legal effect.

      


      Chapter
16  Summary

      


       

      Henan
China Unicom would be based on voluntary participation, equality and mutual
benefit, mutual complementarily and common development principles to carry out
mobile value-added services with the partners and provide quality services for
consumers in Henan.

      


      The five
attachments:

      List of
Breach of China Unicom

      The
Information List of the Mobile Value-Added Service

      Responsibility
of Security of Information Sources

      CP/SP
Regulations of Henan China Unicom Value-Added Service

      Operation
and Maintenance Management Practices of Value-Added Service

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

                                  

      
 

        Signature
Page

      


      Party A:
China Unicom Network Communications Co., Ltd. Henan Branch

      
        Legal
representative/ authorized representative: /s/ You Yi

      

      
        Date:

      

      
        


      

      
        


      

      
        


      

      
         

        Party B:
Zhengzhou Shenyang Technology Co., Ltd.

      

      
        Legal
representative/ authorized representative: /s/ Xue Na

      

      
        Date: