ex10-6.htm


    Exhibit 10.6


     

    Agreement
regarding K-Java Service

     

     

    CMBJ-SW-2007-502

     

     

    


     

     

    Party A:  China
Mobile Group Beijing Co., Ltd

     

    Party B: Shanghai Mopie Information
Technology Co., Ltd

     

     

    Both
parties, under the principles of equality, mutual benefit and win-win and
through friendly deliberation, have determined to establish cooperation tie and
provide K-Java service for the subscribers of China Mobile. In order to detail
the rights and obligations of both parties during the cooperation, this
Agreement is entered into by both parties.

     

    I.
Cooperation Items of Both Parties

     

    
      	
              1.

            	
              Party
      A shall, as the provider of K-Java service platform, provide Party B with
      paid service access and platform support
  service.

            


    

     

    
      	
              2.

            	
              Party
      B shall, via the K-Java service platform of Party A, provide the
      subscribers of Party A with message service and application service
      (hereinafter referred to as “K-Java service”). Party B shall undertake to
      provide high-quality message content and service
  support.

            


    

     

    
      	
              3.

            	
              Party
      A shall, with its charging and business support system, provide Party B
      with paid service charging and collection
  service.

            


    

     

    II.
Rights and Obligations of Party A

     

    
      	
              4.

            	
              Party
      A is entitled to audit and check the telecom and message service business
      license for Internet message service or telecom value-added service
      business permit, qualification and credit certificate, business license,
      information source and bank account etc in relation to the normal business
      operation provided by Party B.

            


    

     

    
      	
              5.

            	
              Party
      A is entitled to audit and check any business of Party B in relation to
      the items under this Agreement. Party A is entitled to refuse issuing any
      information provided by Party B that does not comply with the related
      national laws, regulations, policies and public order and good custom and
      that Party A deems improper. Where such information causes economic loss
      to Party A and defames the goodwill of Party A, Party A is entitled to
      require Party B for compensation accordingly. For any business application
      submitted by Party B, Party A shall give clear response to Party B within
      ten workdays after Party B submits complete documents to Party
      A.

            


    

     

    
      	
              6.

            	
              Where
      necessary, Party A is entitled to require Party B to further submit
      related documents proving the proprietary or usufruct and intellectual
      property right in relation to the items under this
    Agreement.

            


    

     

    
      	
              7.

            	
              Party
      A is entitled to prepare the management regulations, examination
      regulations and customer service standards and documents (all as the
      annexes to this Agreement)
      in relation to K-Java service, which shall be abided by and implemented by
      Party B. Party A shall conduct examination on Party B as per such
      regulations. In the case where Party B fails in the examination, Party A
      is entitled to cease the operation with Party B and even terminate this
      Agreement.

            


    

     

    
    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              8.

            	
              Party
      A shall provide customers with service number, which is used as the call
      service access number for customer complaint and inquiry. The customer
      service center of Party A will be regarded as the final confirmation and
      distribution party for customer service issues of K-Java service. The
      customer service personnel or the customer service system of Party B must
      support Party A to analyze and deal with customer complaint and inquiry.
      Party A is entitled to transfer every customer inquiry and complaint
      arising from every problem rather than the network communication problem
      of Party A arising from the service under this Agreement to Party B for
      handling. Party B shall properly solve any customer complaint and bear any
      responsibility as incurred hereof. Party A shall bear any responsibility
      for any customer inquiry and complaint as incurred due to its network
      communication problem.

            


    

     

    
      	
              9.

            	
              Party
      A can promote and publicize K-Java service via media according to the
      actual business development situation so as to attract more subscribers.
      Party A shall provide Party B with related interface technical regulations
      and technical support so that Party B can provide application services
      smoothly.

            


    

     

    
      	
              10.

            	
              Party
      A shall be liable for the daily maintenance of the K-Java platform and
      shall deal with any technical failure as incurred due to Party A so as to
      ensure the normal operation of the application
  service.

            


    

     

    
      	
              11.

            	
              Party
      A shall provide charging agency service in relation to K-Java service for
      Party B and the charging result shall be subject to the data of Party A.
      If Party B disagrees with the result provided by Party A, it can require
      Party A to have reconciliation.

            


    

     

    
      	
              12.

            	
              Party
      A shall be liable for such customer data management as subscriber
      registration, login, authentication and authorization etc and the feedback
      of related data to Party B. For the netting application, the K-Java
      service platform of Party A shall be interconnected with the content
      service system of Party B and the data of the K-Java service platform
      shall be used as the final confirmation basis for subscribers to use the
      K-Java service of Party B. Party A shall be liable for the statistics of
      the traffic of the application K-Java service of Party B on the platform
      and provide the statistic result for Party B in the proper
      manner.

            


    

     

    
      	
              13.

            	
              Party
      A is entitled to adjust the UI design of the K-Java homepage and the
      ranking order of the K-Java service according to the business development
      situation.

            


    

     

    
      	
              14.

            	
              Both
      parties can together have marketing and publicity etc. Party A is entitled
      to require Party B to mark “MONTERNET” and Party B shall obtain the prior
      review and approval of Party A to mark such trademark. In the case where
      the publicity and advertisement of Party B are in relation to the
      corporate name and other brand standards of Party A, Party B must obtain
      the prior approval and pass the audit and check of Party
  A.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              III.
      Rights and Obligations of Party B

            


    

     

    
      	
              1.

            	
              Party
      B must provide Party A with real and reliable telecom and message service
      business license for Internet message services or telecom value-added
      service business permit, qualification and credit certificate, business
      license, information source and bank account etc in relation to normal
      business operation and undertake that the fees charged for the message
      service comply with the related regulations of the competent pricing
      authority.

            


    

     

    
      	
              2.

            	
              Party
      B must comply with the related national laws, regulations, decrees and
      policies in relation with telecom and Internet message services etc, and
      undertake that any message content it provides complies with the related
      national laws, regulations and policies, infringes no any third party’s
      legal right and interest and social public interest, and not to send any
      illegal message via the system of Party A; otherwise, Party B must bear
      any consequence as incurred hereof. Party B must filter any message
      provided by customers (such as chat message) and prevent any unhealthy and
      illegal message. Where any lawsuit occurs hereof, Party B shall deal with
      it properly and bear all economic and legal responsibilities. Where such
      information causes economic loss to Party A and defames the goodwill of
      Party A, Party A is entitled to require Party B for compensation
      accordingly.

            


    

     

    
      	
              3.

            	
              Party
      B must undertake the K-Java service it provides is legal, all governmental
      permits, production and/or use permits and/or authorizations for such
      service are prepared, the content of such service has legal sources
      without infringing others’ rights and no embezzlement or use without
      permission of the copyright, intellectual property right or other legal
      rights and interests of any third party exist. In the case where Party A
      suffers the complaint, lawsuit or claim of any third party for right
      infringement due to the K-Java service of Party B, Party A is entitled to
      temporarily cease the service with infringement dispute and transfer such
      dispute to Party B for handling; Party B must immediately deal with the
      dispute with the accuser or the claimer and bear all legal and economic
      responsibilities as incurred hereof. Where such information causes
      economic loss to Party A and defames the goodwill of Party A, Party A is
      entitled to require Party B for compensation
  accordingly.

            


    

     

    
      	
              4.

            	
              During
      cooperation, without the prior written consent of Party A, Party B shall
      not, with various channels and at various business levels, make Party A to
      transfer data application service to interconnect or interconnect in the
      disguised form with any third
party.

            


    

     

    
      	
              5.

            	
              Party
      B shall actively cooperate with Party A for the interface test and
      undertake to provide service as per the business regulations and interface
      technical regulations provided by Party
A.

            


    

     

    
      	
              6.

            	
              Party
      B undertakes that, as of the day when this Agreement comes into force, the
      K-Java paid service Party B provides will not be provided in its own
      website or any other website; otherwise, Party A is entitled to terminate
      unilaterally this Agreement and end the settlement with Party
      B.

            


    

     

    
      	
              7.

            	
              Party
      B must provide Party A with all data needed for service it provides in
      clear and correct
      manner and bear all economic and legal responsibilities as incurred
      hereof.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
    

     

    
      	
              8.

            	
              Under
      the direction of Party A, Party B is entitled to determine whether the
      service it provides charges or not and the charging
    standard.

            


    

     

    
      	
              9.

            	
              Party
      B shall abide by and implement the management regulations, customer
      service standards and documents in relation to “MONTERNET” service of
      Party A and accept the inspection and supervision of Party A. In case
      where Party B withdraws from the Monternet service (including the
      compulsory retreat from the elimination examination by Party A) in
      whatever reason, Party B is entitled to require the withdrawal buffer
      period of one month, in which Party B shall continue providing customers
      with the service under this Agreement and declare the coming termination
      of the service on its website (WWW/WAP) or via other channels
      available.

            


    

     

    
      	
              10.

            	
              Party
      B must establish effective and smooth complaint channel and deal with and
      solve any subscriber inquiry and complaint arising from non-network
      communication problem in the process of providing the service under this
      Agreement. For the subscriber complaint that both parties cannot have
      reasonable explanation for, Party B shall act as the final solving party
      and be liable for the final settlement of such subscriber
      complaint.

            


    

     

    
      	
              11.

            	
              For
      the message service fee paid by subscribers to Party B, in the case where
      any subscriber refuses paying such message fee or Party A refunds the
      message fee back to the subscribers in advance due to Party B’s service
      quality problem or the message fee out of the charging standard of the
      pricing department etc, Party A is entitled to deduct the equivalent sum
      from the message fees to be settled and paid to Party
  B.

            


    

     

    
      	
              12.

            	
              Party
      B shall actively market and promote the service under this Agreement and
      have sufficient customer publicities etc. Any publicities and
      advertisement content of Party B shall mark with “MONTERNET” as required
      by Party A.

            


    

     

    
      	
              13.

            	
              Party
      B shall undertake the exclusivity of the cooperation with Party A, i.e. as
      of the date of this Agreement, Party B shall undertake not to have any the
      same or similar business with any third party; once Party B does so, Party
      A shall be entitled to cease the business cooperation of both parties and
      terminate this Agreement.

            


    

     

    IV.
Maintenance Segments and Maintenance Obligations of Both Parties

     

    The
maintenance segments and obligations of both parties shall be divided by the
interface of the equipments of both parties. Party A shall be liable for the
maintenance of the equipments on its side while Party B shall be liable for the
maintenance of the equipments on its side. Both parties shall be liable for
effective maintenance of these equipments so as to ensure the normal operation
of the service under this Agreement.

     

    V.
Rewards and Punishments

     

    
      	
              1.

            	
              In
      the case where Party B has any breach act, Party A shall have any or
      several rights of requiring Party B to correct immediately, remedy in
      certain period such act and apologize openly to media and customers,
      suspending the review and approval of the new service application of Party
      B, postponing settlement, having no settlement
      and charging penalty etc. If the case is extremely severe (such as
      customer complaint to the Ministry of Information Industry, exposure at
      media and lawsuit etc), Party A is entitled to terminate this Agreement
      immediately.

            


    

     

    
    

     

     

     

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	
              2.

            	
              In
      the case where Party B effectively carries out the related provisions
      under this Agreement and the annual average complaint rate of customers
      for the service of Party B under this Agreement is low, in the same
      conditions, Party A shall firstly consider the continuance of this
      Agreement for such service with Party
B.

            


    

     

    
      	
              3.

            	
              Party
      B shall not send any message to any subscriber who owes message fees for
      the K-Jaka service nor allow such subscriber to order message for other
      subscribers. Where Party B violates the aforesaid provision in the
      condition it knows clearly the case, Party A is entitled to require Party
      B to compensate for the economic loss as incurred to it due to the
      outstanding messages of customers and terminate this
      Agreement.

            


    

     

    V.
Fees and Settlement

     

    
      	
              1.

            	
              Party
      B is entitled to own the charges and message fees arising from the use of
      subscribers of the application services or message services provided by
      Party B, and Party A can provide Party B with message service fee
      accounting and collection agency service. The charging system of Party A
      shall settle all the receivable message fees from the K-Jaka service of
      the month and pay 85% of such fees in Beijing region to Party
      B.

            


    

     

    
      	
              2.

            	
              The
      charging and settlement shall be based on the successful CDR collected by
      the charging system of Party A. The charging as per pieces shall be based
      on the success of subscribers to receive the message while the charging on
      a monthly basis shall be based on the service actually ordered and used
      successfully by subscribers of the
month.

            


    

     

    
      	
              3.

            	
              The
      message fees that both parties settle shall not include the following
      items:

            


    

     

    
      	 	
              1)

            	
              subscriber
      fees for number cancellation (including pre-number cancellation);
      

            


    

     

    
      	 	
              2)

            	
              subscriber
      fees for stop;

            


    

     

    
      	 	
              3)

            	
              silent
      subscriber fees;

            


    

     

    
      	 	
              4)

            	
              fees
      due to too high single message fees;
and

            


    

     

    
      	 	
              5)

            	
              fees
      due to refund (refund by double).

            


    

     

    
      	
              4.

            	
              Party
      A shall provide Party B with the charging record of the last month before
      the 15th day of every month and both parties shall check the message fee
      amount from the first day to the last day of the last month. Party B shall
      feed back the reconciliation result within 10 days. If Party B fails to do
      so, it shall be deemed that the reconciliation is
  correct.

            


    

     

    
      	
              5.

            	
              Whether
      disagreeing or not with the charging record of the last month, Party B
      shall prepare invoice to Party A before the 18th day of every month. After
      receiving the legal invoice delivered from Party B before the 18th day of
      the month (subject to the place
      specified by Party A where the invoice shall be served), Party A shall pay
      Party B the payable message fee as per the sum recorded on the invoice
      before the end of that month. That is to say, even both parties can not
      finish the reconciliation as scheduled, the settlement as per the sum on
      the reconciliation statement shall be made and the excess payments should
      be refunded and the deficiencies should be repaid in the next or future
      settlement. 

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
    

     

    
      	
              6.

            	
              After
      receiving the reconciliation statement on the 15th day of every month,
      Party B shall eliminate subscriber fees for number cancellation (including
      pre-number cancellation), subscriber fees for stop, silent subscriber
      fees, fees due to too high single message fees and fees due to refund etc;
      before the 25th day of every month, if the fees of Gotone subscribers have
      more than 6% difference from the order relationship, Party B can require
      for reconciliation; if the difference between the order relationship of
      Easyown and M-zone subscribers and the fees related is above the charging
      success rate of that month, Party B can require for reconciliation;
      otherwise, the data of Party A shall be based on. In case of any dispute,
      both parties shall find the reason as soon as possible and solve the
      dispute according to the actual situation by means of
      negotiation.

            


    

     

    VII.
Confidentiality

     

    
      	
              1.

            	
              Both
      parties shall be liable to keep in secret of all subscriber data obtained
      through this service under this
Agreement.

            


    

     

    
      	
              2.

            	
              Proprietary
      information that, in the process of the cooperation of both parties,
      either party obtains from the other party (“the disclosing party”), that
      is developed, invented, discovered or known by, or transferred to the
      disclosing party, or that has commercial value to the business of the
      disclosing party shall include but not limit to business secret, computer
      program, design technology, idea, proprietary technology, technique, data,
      business and product development proposal, customer information and other
      information in relation to the business of the disclosing party, or the
      other information the disclosing party obtains from any other party that
      shall be kept in secret, and shall be owned by such disclosing party.
      Without the prior written consent of the disclosing party, the other party
      shall keep any proprietary information in secret and shall not use or
      disclose to any individual or body the proprietary information, except
      otherwise required by the performance of the obligations under this
      Agreement.

            


    

     

    
      	
              3.

            	
              Both
      parties shall be liable to keep the cooperation under this Agreement and
      the detailed content of this Agreement in secret. Without the written
      approval of the other party in advance, neither party can disclose
      cooperation under this Agreement and the detailed content of this
      Agreement to any third party.

            


    

     

    
      	
              4.

            	
              This
      confidentiality provision shall not be terminated due to the termination
      of this Agreement but shall be kept effective
  forever.

            


    

     

    VIII.
Responsibilities of Breach

     

    
      	
              1.

            	
              In
      the case where either party breaks any provision of this Agreement and
      causes thereby this Agreement unable to be performed, the other party
      shall be entitled to terminate this
Agreement.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
              2.

            	
              In
      the case where either party breaks any provision of this Agreement and
      thereby causes bad social effect or economic loss to other party, the
      other party shall be entitled to investigate the responsibility of such
      party, require it to eliminate the effect, make corresponding economic
      compensation and terminate this
Agreement.

            


    

     

    IX.
Force Majeure

     

    In the
case where any force majeure events that are not foreseeable and whose
consequence cannot be prevented or avoided and either party thereby suffers
economic loss or this Agreement cannot be performed or cannot be performed
sufficiently, such party shall bear no responsibility for the loss as incurred
hereof to the other party. The party encountering the force majeure aforesaid
shall inform in writing the other party of such force majeure immediately upon
its occurrence and, within 15 days, submit the detail of such event to and
discuss with the other party about the performance disability or insufficient
performance of this Agreement, or submit the effective certificates issued by
related governmental authorities regarding the reasons for the need of deferred
performance of this Agreement. According to the effect of the event on the
performance of this Agreement, both parties shall deliberate with each other to
determine whether to continue the performance of this Agreement or terminate
it.

     

    X.
Modification or Amendment

     

    
      	
              1.

            	
              During
      the operation under this Agreement, where Party A prepares business
      management regulations in relation to Monternet of China Mobile and
      customer services, these regulations shall be regarded as the annexes to
      this Agreement. In the case where any provision of this Agreement
      conflicts with these management regulations, the latter shall prevail.
      Both parties agree to deliberate any provision of this Agreement with
      conflict with these management regulations and enter into supplementary
      agreement where necessary.

            


    

     

    
      	
              2.

            	
              Either
      party to modify or rescind this Agreement must inform the other party in
      writing 15 days earlier and this Agreement cannot be modified or rescinded
      unless otherwise both parties agree to do so. Any dispute arising from the
      termination of this Agreement shall be subject to the friendly negotiation
      of both parties.

            


    

     

    
      	
              3.

            	
              Any
      issue not contained herein shall be subject to the friendly deliberation
      of both parties and supplemented in writing where
    necessary.

            


    

     

    
      	
              4.

            	
              This
      Agreement shall apply to the law of the People’s Republic of China. Any
      dispute occurring shall be subject to the friendly negotiation of both
      parties. If the negotiation fails, either party can submit the dispute to
      Beijing Arbitration Commission for arbitration. The arbitration is final
      and binding to both parties.

            


    

     

    
      	
              5.

            	
              This
      Agreement shall come into force as of October 21, 2006 and expire as at
      October 20, 2007. In the case where both parties do not propose in writing
      to terminate this Agreement within 30 days when the Agreement expires,
      this Agreement shall be extended for 6 months automatically after its
      expiration, and by analogue without limitation, with every extension of 6
      months. In the case where either party has dispute, such party shall
      inform in writing the other party thirty days prior to the expiration of
      this Agreement or within 30 days when the extension of this Agreement
      expires, and this Agreement shall be terminated at the
      expiration.

            


    

     

     

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
              6.

            	
              This
      Agreement and its annexes are made in duplicate with
      each party holding one
      counterpart. All counterparts shall have the same legal
      effect.

            


    

     

     

    
      	
              Party
      A: China Mobile Group Beijing Co., Ltd

            	
              Party
      B:  Shanghai Mopie Information Technology Co.,
    Ltd

            
	
              Authorized
      representative:

            	
              Authorized
      representative:

            
	
              Date:
      July 1, 2007

            	
              Date:
      June 26, 2007

            


    

     

    Annex:
Basic data of Party B

     

    Company
name: Shanghai Mopie
Information Technology Co., Ltd

     

    Add:
Rm 1103, No. 1 Lane
127, Guotai Rd, Yangpu District, Shanghai

     

    Contact:
He Tao:
13911176252

     

    Opening
Bank: Shenzhen
Development Bank Shanghai Branch Yangpu Sub-branch

     

    A/C:
XXXXXX-XXXXXXXXXXXXXX

     

    Customer
service line: XXX-XXXXXXXX

     

     

     

     

     

     

    
      
        
        

      

      
        -8-