ex10-5.htm


    Exhibit 10.5


     

    Yi You
Xian   Contract [2007]303-85

     

     

    Cooperation
Agreement between China Mobile Communications Corporation and WAP Service
Provider

     

    Party A:
China Mobile Communications Corporation

     

    Party B:
Shanghai Mopie Information Technology Co., Ltd

     

     

    Both
parties, under the principles of equality and mutual benefit and win-win and
through friendly negotiation, have decided to establish cooperation tie. This
Agreement is entered into with the objective to detail the rights and
obligations of both parties during the operation and it has the same binding
force to both parties.

     

    I.
Cooperation Principles

     

    Both
parties, in the field of mobile data WAP (WAP access mode), shall cooperate with
each other faithfully under the principles of sharing benefit, mutual benefit
and win-win. Either party shall faithfully abide by this Agreement and actively
work with the other party.

     

    II.
Cooperation Items

     

    Party A,
as a network operator, shall provide network platform and communications
services, and shall provide Party B with WAP access regulations and interface
technical regulations for Monternet WAP; Party B, as a service provider, shall
develop and provide application service content pursuant to the regulations
furnished by Party A. After tested and approved by Party A, the application
service provided by Party B will be linked into the Monternet WAP master station
of Party A, with the URL of http:// wap.monternet.com.

     

    III.
Obligations of Both Parties

     

    i)
Obligations of Party A

     

     

    
      	
              1.

            	
              Party
      A shall promote and publicize the Monternet WAP master station, via all
      media under its control so as to attract the access of subscribers to the
      website.

            


    

     

     

    
      	
              2.

            	
              Party
      A shall provide Party B with the interface technical regulations and
      technical support for WAP access so as to ensure that Party B can easily
      access to the Monternet WAP master
station.

            


    

     

     

    
      	
              3.

            	
              Party
      A shall, upon the request of Party B, provide necessary trainings for
      Party B.

            


    

     

     

    
      	
              4.

            	
              Taking
      the WAP system firewall of Party A and the interface of Party B as
      boundary, Party A is liable for the maintenance of all equipments on its
      side so as to
      ensure that these equipments can provide normal
      services.

            


    

     

     

    
    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              5.

            	
              Party
      A shall open at the Monternet WAP master station the application service
      that Party B provides to Party A and Party B has tested
      eligible.

            


    

     

     

    
      	
              6.

            	
              Party
      A shall be liable for the daily maintenance of the Monternet WAP master
      station, and shall deal with any technical failure as incurred due to its
      reasons so as to ensure the normal operation of these application
      services.

            


    

     

     

    
      	
              7.

            	
              Party
      A shall provide Party B with network port services free of charge and
      support Party B to link application service into the Monternet WAP master
      station.

            


    

     

     

    
      	
              8.

            	
              Party
      A shall be liable for the preparation of every index for the operation of
      WAP (WAP access mode), and shall tell such indices to Party B completely
      and without error and give Party B reasonable time to realize these
      indices.

            


    

     

     

    
      	
              9.

            	
              Party
      A shall be liable for subscriber registration, login, authentication and
      authorization and the feedback of related data to Party
  B.

            


    

     

     

    
      	
              10.

            	
              Party
      A shall be liable for the statistics of the traffic of the Monternet WAP
      master station and shall provide Party B with the statistic result upon
      the request of Party B.

            


    

     

     

    
      	
              11.

            	
              For
      the services provided by Party B on the Monternet WAP master station,
      Party A shall charge as per the charge data provided by Party B, and
      charge its subscribers using the services of Party B as per its charging
      result for message service fees and conduct the settlement with Party B
      according to the related articles as provided in VI of this
      Agreement.

            


    

     

     

    
      	
              12.

            	
              Party
      A shall provide the consultancy and complaint services for customers,
      accept subscribers’ complaints and deal with immediately any failure
      caused due to network, gateway, operation platform etc within the
      responsibility of Party A; for any failure as incurred due to Party B’s
      reason, Party A shall inform Party B of the related situation and urge
      Party B to solve the failure as soon as
  possible.

            


    

     

     

    ii)
Obligations of Party B

     

     

    
      	
              1.

            	
              Party
      B shall make use of the media under its control (including without
      limitation WEB site, WAP site, print media and TV etc) to support China
      Mobile to introduce the Monternet WAP master station (wap.monternet.com)
      and the application service on the master station so as to attract
      subscribers to log in the website and use the services. Party B shall
      obtain the approval of Party A in writing for its use of Party A’s
      corporate name or business name to publicize the Monternet WAP. Without
      the approval in writing from Party A, Party B can not use “China Mobile”
      and “Monternet” to publicize non-Monternet WAP on
  media.

            


    

     

     

    
      	
              2.

            	
              Party
      B shall, as per the cooperation items of both parties herein, provide WAP
      application server, application software, information source and
      application data special line etc needed and undertake that these
      equipments can work normally as Party A
  requires.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              3.

            	
              Party
      B shall actively cooperate with Party A’s interface test work and ensure
      the access into the Monternet WAP master station conforming to the WAP
      (WAP access mode) regulations and interface technical regulations provided
      by Party A.

            


    

     

    
      	
              4.

            	
              Taking
      the WAP system firewall of Party A and the interface of Party B as
      boundary, Party B shall be liable for the maintenance of all equipments on
      its side so as to ensure that these equipments can provide normal
      services.

            


    

     

    
      	
              5.

            	
              Party
      B must achieve the following network performance indices, whose test shall
      be conducted by Party A and test result shall be recorded
      correspondingly:

            


    

     

    
      	 	
              1)

            	
              Link
      success rate when busy not less than
98%;

            


    

     

    
      	 	
              2)

            	
              Network
      latency (the round trip latency from the WTBS PING SP server) not more
      than 100ms; and

            


    

     

    
      	 	
              3)

            	
              SP
      response latency (the latency from the WTBS’ sending service request to
      the WTBS’ receiving service and responding) not more than
      500ms.

            


    

     

    
      	
              6.

            	
              Party
      B shall solve any application service failure as incurred due to its
      reason as soon as possible and take proper measures to avoid the
      reoccurrence of such failure. Party B shall compensate for Party A or
      Party A’s customers for any economic loss as incurred due to its
      reason.

            


    

     

    
      	
              7.

            	
              Party
      B shall solve any issue in relation to the negotiation and business
      agreement with direct providers of application service content. Party B
      shall undertake that any information and service provided do not violate
      the national laws, regulations and policies related nor infringe the
      benefit of consumers and any third party’s intellectual property right.
      For the information content service necessary to be updated, Party B shall
      be liable for the review and approval of the content and upload as well
      and shall be any legal responsibility as incurred hereof. Party B shall
      bear any responsibility for any lawsuit as incurred
  hereof.

            


    

     

    
      	
              8.

            	
              Party
      B must undertake that subscribers can use without any obstruction all
      services it provides on the Monternet WAP master station of Party A.
      Unless otherwise approved by Party A, Party B shall not ask the
      subscribers logging into the Monternet WAP master station of Party A for
      registration and authentication nor require subscribers to register in any
      website rather than the Monternet WAP master station of Party
      A.

            


    

     

    
      	
              9.

            	
              Party
      B shall undertake that the service content it provides is legal, infringes
      no any third party’s legal rights and can be updated in
    time.

            


    

     

    
      	
              10.

            	
              Party
      B, without the written approval of Party A, cannot unilaterally provide
      any other service that is not recognized by Party A to Party A’s customers
      via the WAP website of Party A.

            


    

     

    
      	
              11.

            	
              The
      application service content Party B provides for Party A, whatever the
      transmission and loading mode of these application service should be,
      cannot be provided for any other communications operator or WAP website;
      otherwise, Party
      A is entitled to terminate Party B’s application service on the WAP master
      station of Party A and end the settlement with Party
    B.

            


    

     

     

    
    

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              12.

            	
              The
      paid service provided by Party B cannot be provided on its own WAP website
      or any other website; otherwise, Party A is entitled to terminate Party
      B’s application service on the WAP master station of Party A and end the
      settlement with Party B.

            


    

     

    
      	
              13.

            	
              Should
      Party B has provided on its WAP website or the WAP website of Party A’s
      branch in any province before Party B’s cooperation with Party A, such
      service shall be terminated in principle; however, link with the Monternet
      in the original service position can be conducted; otherwise, Party A is
      entitled to terminate Party B’s application service on the WAP master
      station of Party A and end the settlement with Party
  B.

            


    

     

    
      	
              14.

            	
              Party
      B must provide on its own WAP website with the link to the Monternet WAP
      homepage of Party A (http://wap.monternet.com)
      and recommend subscribers to use the application service on the Monternet
      WAP master station of Party A.

            


    

     

    
      	
              15.

            	
              Party
      B can choose to provide national service on the WAP master station of
      Party A or choose to provide local service on Party A’s local WAP website;
      but for the same service, Party B can have one option, i.e. any local
      service cannot be provided as national service and any national service
      cannot be provided as local service. Party B cannot provide repeated
      service for every province and nor provide national service in disguised
      form by means of accessing to multiple local WAP websites of Party A;
      otherwise, the national service of Party B shall be
      terminated.

            


    

     

    
      	
              16.

            	
              Any
      application service Party B provides on any Party A’s WAP website, without
      the written approval of Party A, cannot have the brands and logos of Party
      B but shall use the logo of the
Monternet.

            


    

     

    
      	
              17.

            	
              Any
      service that Party B provides on any Party A’s WAP website cannot have any
      URL link to Party B or any third party’s service; all service must provide
      the link to the homepage of Monternet (http://wap.monternet.com).

            


    

     

    
      	
              18.

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

            


    

     

    
      	
              19.

            	
              Party
      B must have the Operation Permit for Cross-region Value-added Telecom
      Business of the People’s Republic of China approved and issued by the
      Ministry of Information Industry, meet all requirements in such permit on
      the operation of value-added telecom business and undertake the scope of
      all value-added service provided to be consistent with the period and area
      recorded on the permit.

            


    

     

    IV.
Rights of Both Parties

     

    i) Rights
of Party A

     

     

     

     

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      
        	
                1.

              	
                In
      the case where any competent authority adjusts its policies, Party A shall
      tell Party B and make corresponding adjustment according to the adjusted
      polices of such competent
authority.

              


      

    

     

    
      	
              2.

            	
              Party
      A is entitled to review or entrust special authority qualified to review
      the information and application service content provided by Party B and
      check the time effect of the content provided by Party
  B.

            


    

     

    
      	
              3.

            	
              Party
      A is entitled to refuse to issue and delete any information provided by
      Party B that is not conforming to the national laws, regulations and
      policies related and that Party A deems improper and require Party B for
      compensation for any bad effect on the economic status and goodwill of
      Party A as incurred due to such
information.

            


    

     

    
      	
              4.

            	
              Party
      A is entitled to require Party B to amend, correct and delete any content
      Party A deems to be amended, corrected and
  deleted.

            


    

     

    
      	
              5.

            	
              Party
      A is entitled to provide the indices for the examination of the
      application service provided by Party B and conduct assessment on the
      services provided by Party B according to such indices. Party A is
      entitled to require Party B to adjust and amend any application service
      that does not pass the examination for successive three months, and cancel
      the qualification for the provision of application service in the case
      where Party B fails to adjust the service as required or cannot meet Party
      A’ requirements after adjustment.

            


    

     

    
      	
              6.

            	
              Party
      A is entitled to determine the ranking of the application service provided
      by Party B on the WAP master station of Party
A.

            


    

     

    
      	
              7.

            	
              Party
      A is entitled to direct and supervise the charging standard of Party B on
      its service.

            


    

     

    
      	
              8.

            	
              Party
      A is entitled to obtain reasonable proceeds. (For the detailed
      distribution, refer to VII of this
Agreement).

            


    

     

    ii)
Rights of Party B

     

    
      	
              1.

            	
              Party
      B is entitled to choose to provide national service on the WAP master
      station of Party A or provide local service on the local website of Party
      A. In case of national service, Party B shall apply to Party A for such
      service; in case of local service, Party B shall apply to the local branch
      of Party A. However, in the case where Party B provides local service on
      any Party A’s local website, Party A will not provide settlement and Party
      B and Party A’s local branch shall enter into independent settlement
      agreement.

            


    

     

    
      	
              2.

            	
              Under
      the direction of Party A, Party B is entitled to deem whether the service
      provided is paid or not and the charging
  criteria.

            


    

     

    
      	
              3.

            	
              Party
      B is entitled to obtain the statistic data related to the access of
      subscribers to the information and application service content provided by
      Party B via the platform.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
              4.

            	
              Without
      the permission or authorization in writing of Party B, Party A cannot
      transfer, issue or resell in any manner the information products and
      authorizations of Party B to any third party out of this
      Agreement.

            


    

     

    
      	
              5.

            	
              Party
      B is entitled to obtain the reasonable part of the service proceeds. (For
      the detailed distribution, refer to VII of this
  Agreement).

            


    

     

    
      	
              6.

            	
              In
      the case where the statistic data of Party B have large difference from
      those of Party A, Party B is entitled to require Party A to provide
      detailed statistic data for purpose of
check.

            


    

     

    V.
Confidentiality

     

    
      	
              1.

            	
              Both
      parties shall be liable to keep secret for each other. Either party cannot
      disclose in any manner the other party’s business secret to any third
      party. The business secret as mentioned herein shall refer to the data,
      price, quantity, technical proposal in relation to this Agreement, the
      detailed content of this Agreement and any other data and information in
      relation to the business of the other party that one party of this
      Agreement discloses to the other party of this Agreement (including its
      parent company, subsidiary, holding company and
  branch).

            


    

     

    
      	
              2.

            	
              All
      data and information under this Agreement either party discloses to the
      other party are business secret. Neither party can disclose any business
      secret as mentioned above it obtains to any third party or use it for any
      purpose out of this Agreement.

            


    

     

    
      	
              3.

            	
              Any
      person of either party (including without limitation the employee,
      delegate, agent, consultant etc of such party) engaging in the cooperation
      items under this Agreement or familiarizing with and knowing any of the
      above-mentioned business secret shall also be liable to keep the business
      secret.

            


    

     

    
      	
              4.

            	
              The
      liability to keep any business secret above-mentioned shall last for one
      year after the expiration of this
Agreement.

            


    

     

    VI.
Intellectual Property Right

     

    
      	
              1.

            	
              Party
      A hereby authorizes Party B to use Party A’s trademark and corporate name
      for the purpose of this Agreement, and Party B undertakes to use Party A’s
      trademark and corporate name in correct and reasonable manner, not change
      or distort the whole image and any part of Party A’s trademark and
      corporate name and or use Party A’s trademark and corporate name in any
      manner for any purpose out of this
Agreement.

            


    

     

    
      	
              2.

            	
              Party
      A shall, as per this Agreement, provide Party B with publicity documents
      and the originalities, designs, drawings, pictures, words etc contained in
      the publicity documents whose copyrights shall belong to Party A. Without
      the prior consent of Party A in writing, Party B cannot use these
      documents for any purpose out of this Agreement or allow any third party
      to use these documents.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              3.

            	
              Party
      B undertakes that any WAP content it provides for Party A does not
      infringe the intellectual property right of others. Party B shall be
      responsible for and deal with any counterclaim or dispute in relation to
      WAP content or as arising or incurred due to Party A’s using WAP content
      and bear any responsibility as incurred hereof and compensate Party A for
      any loss on Party A as incurred
hereof.

            


    

     

    VII.
Proceeds Distribution and Settlement

     

    
      	
              1.

            	
              Both
      parties are entitled to settle the proceeds earned from WAP service
      provided for Party A’s customers under the cooperation between Party A and
      Party B. The settlement shall be based on the statistic data in the
      charging system of Party A.

            


    

     

    
      	
              2.

            	
              This
      settlement as mentioned herein shall limit to the national service
      provided by Party B on the WAP master station of Party A, and the local
      service provided by Party B on the local website of Party A shall not be
      covered by this Agreement.

            


    

     

    
      	
              3.

            	
              In
      the case where any Party A’s customer uses WAP (WAP access mode) and needs
      to use the network resources of Party A, Party A is entitled to all
      communications fees as incurred
hereof.

            


    

     

    
      	
              4.

            	
              The
      settlement can be performed at any time from the commencement of the
      project to the expiration of this
Agreement.

            


    

     

    
      	
              5.

            	
              Party
      A, via the whole net charging service system, charges the service on the
      Monternet WAP master station on behalf of Party B; 15% of the charges
      collected shall be the commission for Party A to charge the service and
      the rest 85% shall be settled to Party B by Party
  A.

            


    

     

    
      	
              6.

            	
              Party
      A shall, before the 20th day of every month, inform Party B of the
      proceeds sum receivable of the last month (with the commission payable to
      Party A for its collection of the proceeds deducted), and Party B shall
      prepare and deliver formal and legal invoice to Party A as per the sum
      Party A receives.

            


    

     

    
      	
              7.

            	
              After
      receiving the invoice prepared by Party B and checking it correct, Party A
      shall, as per the bank account information provided by Party B, within ten
      workdays, transfer the receivable proceeds of the last month after
      settlement of Party B to the bank account of Party B via bank
      transfer.

            


    

     

    
      	
              8.

            	
              Either
      party shall bear any tax as incurred in relation to this Agreement and
      imposed on it.

            


    

     

    
      	
              9.

            	
              The
      settlement of both parties shall be completed as per the related charging
      system of Party A. Where disagreeing with the charging result, Party B may
      log into the reconciliation application platform of Party A to apply for
      reconciliation. Party A shall support to check the reason for disagreement
      but shall not adjust the settlement sum of this
  month.

            


    

     

    
      	
              10.

            	
              The
      correct bank account information provided by Party B for Party A is as
      follows:

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

     

     

    Beneficiary:
Shanghai Mopie
Information Technology Co., Ltd

     

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

     

    A/C:
XXXXXX-XXXXXXXXXXXXXX

     

    VIII.
Force Majeure

     

    
      	
              1.

            	
              In
      the event where either party of this Agreement is disabled to perform this
      Agreement due to such force majeure as war, severe fire, flood, typhoon,
      earthquake etc, the period to perform this Agreement shall be extended
      accordingly and the extended days shall be equal to the days for which the
      force majeure lasts.

            


    

     

    
      	
              2.

            	
              Force
      majeure refers to any objective case that cannot be foreseen when this
      Agreement is entered into by both parties and whose occurrence and
      consequence cannot be avoided and overcome. The party affected by the
      force majeure shall inform the other party in form of telegram, facsimile
      or telex as soon as possible after such force majeure and, with two weeks
      after the occurrence of the force majeure, send the evidence documents
      issued by related authorities in express or registered letter to the other
      party for review and check.

            


    

     

    
      	
              3.

            	
              In
      the case where the force majeure lasts for more than 120 days, both
      parties can rescind this Agreement.

            


    

     

    IX.
Responsibility of Breach

     

    
      	
              1.

            	
              In
      the case where this Agreement cannot be performed due to either party’s
      breach of the provisions of this Agreement, the other party is entitled to
      terminate this Agreement and ask the breaking party to compensate for any
      loss as incurred hereof.

            


    

     

    
      	
              2.

            	
              In
      the case where either party breaks this Agreement and brings bad social
      effect or economic loss to the other party, the other party is entitled to
      ascertain the responsibility of the breaking party, ask for corresponding
      economic compensation and even terminate this
  Agreement.

            


    

     

    X.
Dispute

     

    
      	
              1.

            	
              Both
      parties shall negotiate in equal manner to solve any dispute arising from
      the performance of this Agreement.

            


    

     

    
      	
              2.

            	
              In
      the case where both parties fail in the negotiation, either party may
      submit the dispute to Beijing Arbitration Commission for arbitration as
      per the arbitration rules of such arbitration commission. The arbitration
      shall be final and binding to both
parties.

            


    

     

    XI.
Effective Period of This Agreement

     

    
      	
              1.

            	
              This
      Agreement shall come into effect as of January 1,
      2007 and end as at December 31,
      2007.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              2.

            	
              Within
      the effective period of this Agreement, where both parties congruously
      agree to terminate this Agreement, it shall become void
      automatically.

            


    

     

    
      	
              3.

            	
              In
      the event this Agreement cannot be performed any more due to force
      majeure, this Agreement shall become void automatically after both parties
      finish all related settlement.

            


    

     

    
      	
              4.

            	
              In
      the event where something happens and makes either party unable to
      continue performing this Agreement and it is foreseeable, such party
      shall, within five workdays after it should foresee this thing, inform the
      other party of the situation and work with the other party to complete any
      issue not completed. Where such party fails to inform the other party of
      the situation and the other party suffers losses thereby, such party shall
      compensate the other party for such
losses.

            


    

     

    XII.
Miscellaneous

     

    
      	
              1.

            	
              The
      annex Handset Netting Branch of Regulations on the Management of Monternet
      SP Cooperation is an integral part of this Agreement and shall have the
      same effect as this Agreement.

            


    

     

    
      	
              2.

            	
              Any
      other issue not contained herein shall be subject to the friendly
      deliberation of both parties.

            


    

     

    
      	
              3.

            	
              This
      Agreement is made in duplicate; with each party holding one counterpart
      and both counterparts having the same legal
  effect.

            


    

     

     

     

    Party A:
China Mobile Communications Corporation (seal)

     

    Representative:
Gao Nianshu (signature)

     

    Date:
April 27, 2007

     

     

     

    Party B:
Shanghai Mopie Information Technology Co., Ltd (seal)

     

    Representative:
Zhu Nenglong (signature)

     

    Date: May
11, 2007

     

     

     

     

     

     

    
      
        
        

      

      
        -9-