exv10w12



 





Exhibit 10.12


***** CONFIDENTIAL TREATMENT REQUESTED








Master Reseller Agreement



This Master Reseller Agreement (the “Agreement”) is made between Vodafone Global Content
Services Limited (CRN: 04064873) which is incorporated in England and has a registered office
of Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN
(“VGCS”), and the following
person or entity (the “Company”):




	 	 	 
	Company Name:

	 	Macrospace Limited
	Registered Address:

	 	58-60 Berners Street, London W1T 4JS, United Kingdom






	 	 	 	 	 
	1. Relevant Contacts

	 	The Company:
	 	 
	 

	 	Technical —
	 	*****
	 

	 	 	 	Tel: *****
	 

	 	 	 	Mob: *****
	 

	 	 	 	Fax: *****
	 

	 	 	 	E-mail: *****
	 
	 	 	 	 
	 

	 	Commercial —
	 	*****
	 

	 	 	 	Tel: *****
	 

	 	 	 	Mob: *****
	 

	 	 	 	Fax: *****
	 

	 	 	 	E-mail: *****
	 
	 	 	 	 
	 

	 	Financial —
	 	*****
	 

	 	 	 	Tel : *****
	 

	 	 	 	Mob: *****
	 

	 	 	 	Fax: *****
	 

	 	 	 	E-mail: *****
	 
	 	 	 	 
	 

	 	VGCS:	 	 
	 	 	Quality Assurance
—    *****
	 

	 	 	 	Tel: *****
	 

	 	 	 	Mob: *****
	 

	 	 	 	Fax: *****
	 

	 	 	 	E-mail: *****
	 
	 	 	All other Technical:

viasupport@vodafone.com

Commercial —
              *****
	 

	 	 	 	Tel: *****
	 

	 	 	 	Mob: *****
	 

	 	 	 	Fax: *****
	 

	 	 	 	E-mail: *****
	 
	2. Company’s tax residence	 	The same country as the registered address set out
immediately above.






Templates/VGCS Templates/Master Reseller Agreement Cover Sheet-Deal Sheet





 





			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.






 









 










	 	 	 	 	 	 	 	 	 
	3.

	 	Company’s bank account
details for BACS
payments
	 	Bank:
	 	*****

*****

*****

*****

*****

	 	  
	 
	 	 	 	 	Sort Code: *****



Accountholder name: *****



Account No.: *****



Swift Code: *****	 	 






Templates/VGCS Templates/Master Reseller Agreement Cover Sheet-Deal Sheet





 





			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.







 









 













Master Reseller Terms and Conditions





	1.	 	Background and structure
	 
	1.1.	 	The Company owns certain Content which it
wishes to licence to VGCS on the terms and
conditions set out in this Agreement.
	 
	1.2.	 	VGCS and Vodafone Group Companies
manage the Directory and provide billing and
collection services. VGCS wants to acquire
the right to use, distribute and resell the
Content in its own name (together with the
right to sub-license such rights to other
Vodafone Group Companies) on and in the
Directory in accordance with the terms of this
Agreement.
	 
	1.3.	 	The Parties intend to enter into separate
Contracts for each applicable item of Content
in the form set out in a Contract Schedule.
	 
	1.4.	 	Each Contract incorporates the terms and
conditions set out in this Agreement and shall
be signed by the Relevant Contacts or such
other applicable authorised person on behalf
of each of the Parties.
	 
	1.5.	 	If there is any inconsistency between the
terms of this Agreement and the terms set
out in any Contract or any other type of
annexure, exhibit or other attachment, this
Agreement shall prevail to the extent of the
inconsistency.
	 
	2.	 	Appointment as reseller
	 
	 	 	The Company hereby appoints VGCS as its non-exclusive authorised reseller in the
Territory to promote, advertise and sell Content in the Territory on the Directory.
	 
	3.	 	Sub-licence and assignment
	 
	3.1	 	VGCS shall be entitled, without the consent of
the Company, to sub-licence its rights under
this Agreement to Vodafone Group
Companies as its reseller(s) for the purposes
of this Agreement. All Licensed Vodafone
Companies shall have the same rights and
obligations under this Agreement as VGCS
provided that VGCS shall remain liable to the
Company for all of its respective obligations.
	 
	3.2	 	The Company acknowledges that all rights
granted to VGCS hereunder are for the
benefit of VGCS and for the additional
purpose of conferring the same benefit on
the Vodafone Group. The Parties agree that
VGCS may assign, transfer or sub-contract
any or all of its rights and/or obligations
under this Agreement to any company in the
Vodafone Group without the Company’s prior
written consent provided that where it subcontracts it remains the contracting party and
responsible for all obligations.
	 
	3.3	 	Subject to Clauses 3.2, 3.4 and 3.5 this
Agreement is made solely and specifically
between the Parties hereto for the benefit of
the Parties and the Vodafone Group
Companies and is not intended to be for the
benefit of or enforceable by any other
person, whether under the Contracts (Rights
of Third Parties) Act 1999 or otherwise, and
neither Party can declare itself a trustee of
the rights under this Agreement for the
benefit of any such person.
	 
	3.4	 	The Company acknowledges that the rights of Vodafone and the obligations of the Company under this Agreement are also respectively
rights of and obligations owed to the
Vodafone Group Companies and any loss,
damage, cost or liability incurred in
connection with this Agreement or the use of
the Content by any Vodafone Group
Company shall be deemed to have been
incurred by Vodafone which may institute and
maintain legal or other proceedings in its own
name against the Company for
compensation, damages and all other
remedies of whatsoever nature in all respects
as if Vodafone had incurred the same, subject
to any applicable limitations on liability
contained in this Agreement.
	 
	3.5	 	VGCS and the Company may by agreement
amend this Agreement without obtaining the
consent of the Vodafone Group
notwithstanding that such amendments may
relate to benefits conferred on the Vodafone
Group.
	 
	4.	 	Delivery and acceptance
	 
	4.1	 	The Company shall provide to VGCS for
testing Content compatible with the Format,
the Specified Mobile Devices and in the
specified Languages.
	 
	4.2	 	The Company shall provide the Content to
VGCS in accordance with and otherwise
comply with, the Delivery Timetable.
	 
	4.3	 	Where the Content Schedule provides the
Content to be compliant with the Application
Submission Criteria for Java QA, such Content
shall be delivered to VGCS only after it has
been certified by a VGCS approved quality
assurance company as complying with the
Application Submission Criteria for Java QA.
	 
	4.4	 	The Company shall bear all the costs and
expenses incurred in connection with any





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Templates/Master Reseller Terms and Conditions




 









 











	 	 	testing (including quality assurance testing) of the Content.
	 
	4.5	 	If appropriate, the Parties will agree
acceptance criteria in addition to the
Application Submission Criteria for Java QA.
All acceptance testing of the Content shall be
carried out in two stages. The first stage
shall involve acceptance of the Content in a
test environment. The second stage will
involve acceptance of the Content in a
controlled short pilot which will be carried out
in a live environment. The Content will not be
accepted by VGCS until completion of both
stages have been successfully carried out.
Acceptance testing shall be carried out on a
File-by-File and Territory-by-Territory basis.
Acceptance of one File shall not constitute
Acceptance by VGCS of other Files and
Acceptance of the Content in one of the
Territories shall not constitute Acceptance of
the Content in all of the Territories. VGCS
reserves the right to involve other Vodafone
Group Companies in acceptance testing as
appropriate, however, acceptance testing will
be operated and run by VGCS and only VGCS
shall be permitted to Accept or reject the
Content as the case may be.
	 
	4.6	 	Acceptance of the Content will be without
prejudice to any of VGCS’s rights under this
Agreement. In particular acceptance of the
Content shall not constitute any acceptance
of any amended or updated Content which
may be provided to VGCS under this
Agreement.
	 
	4.7	 	Should the Content not be accepted by VGCS,
VGCS shall inform the Company why it
refused to accept the Content. The Parties
shall use reasonable endeavours to agree
necessary changes to the Content so that it
can be accepted and where necessary agree
a revised date for delivery of the amended
Content. If the Parties are not able to reach
agreement in relation to such amendments or
a revised delivery date then either Party shall
be entitled to terminate this Agreement with
immediate effect.
	 
	4.8	 	Subject to clause 4.9, where the Content or
part of the Content has been placed on the
Directory by a Vodafone Group Company in a
particular country, that Content or part
thereof shall be deemed to be accepted in
relation to that country.
	 
	4.9	 	Where Content or part of the Content has
been identified by VGCS as being
conditionally accepted, it shall not be deemed
to be accepted until the specified conditions
have been fulfilled.
	 
	5.	 	The Content
	 
	5.1	 	Unless otherwise agreed in writing, the
Content shall:






	 	 	 	5.3.1 be branded at the sole discretion
of VGCS; and
	 
	 	 	 	5.3.2 not require a Customer to register separately with the Company as a condition to
access.






	5.2	 	The Company shall not change or vary
materially the Content or the Format without
VGCS’s prior written consent, The Content
shall comply with the Guidelines as updated
by VGCS from time to time upon reasonable
notice to the Company.
	 
	5.3	 	Where:
	 
	5.3.1	 	the Content (or any part thereof) breaches
any of the Guidelines or any Code of Practice;
	 
	5.3.2	 	VGCS receives complaints regarding any of
the Content or the Company which it
considers to be of such seriousness or
number as to be materially prejudicial to the
brand or reputation of VGCS or Vodafone;
and/or
	 
	5.3.3	 	the Content (or any part thereof) breaches
any other provision of this Agreement,
then, without prejudice to its other rights and remedies, VGCS may require the Company to
use its reasonable endeavours to amend or to replace the Content with Content, which, in
VGCS’s reasonable opinion, satisfactorily deals with the matters set out in sub-Clauses
5.3.1 – 5.3.3 above. VGCS, without prejudice to its other rights and remedies, reserves
the right to temporarily suspend or disconnect the Company or remove or bar access to all
or any part of the Content from the Directory until such time as the replacement or new
Content is provided in accordance with this Clause.
	 
	5.4	 	Where VGCS receives any complaint from a
Customer in relation to the Content, it may in
its sole discretion decide to make a refund or
issue a credit to such Customer in respect of
the Chargeable Event and such amount shall
be treated as a Deduction.
	 
	5.5	 	If VGCS maintains a repository within a
particular Territory containing details of
Content purchased by a Customer in such
Territory, VGCS shall be entitled to download
Content free of charge to any Customer in
that Territory where such Customer has
already been charged for such Content.





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	5.6	 	The Parties acknowledge and agree that
VGCS may wish to run, from time to time,
promotional offers in respect of the Content.
VGCS will provide details to the Company of
the terms of all such promotional offers.
Unless otherwise expressly agreed by the
Parties in writing, all promotional offers shall
not be treated as Chargeable Events.
	 
	5.7	 	Except as instructed from time to time by
VGCS or as specifically agreed in Special
Conditions set out in item 12 of a Content
Schedule, the Company shall ensure that the
Content shall at all times not contain any
form of advertising of any goods or services
and the Company agrees that it shall have no
right to include any form of advertising on
such Content.
	 
	5.8	 	VGCS reserves the right to include advertising
in relation to the Content and the Company
shall take such action as may be reasonably
required by VGCS to provide for the
incorporation of advertising of the type and
format reasonably requested by VGCS. Any
revenue arising from such advertising shall be
for VGCS’s account only.
	 
	5.9	 	The Company agrees that VGCS does not
have an obligation to place the Content on
the Directory or to make the whole or any
part of the Content available to Customers or
to make the Content available in all or any of
the Territories. Furthermore, VGCS shall be
entitled, but not obliged to market and
promote the Content to Customers.
	 
	5.10	 	Without prejudicing its other rights under this
Agreement, VGCS shall be entitled to move
the Content to, or place the Content in, any
section of the Directory as it considers
appropriate.
	 
	5.11	 	VGCS may in its sole discretion change the
layout of the Content. At any time during the
term of this Agreement, VGCS may request
variations to the Content. Any variation shall
be implemented by the Company on terms to
be agreed with the Company in good faith.
	 
	5.12	 	Notwithstanding Acceptance of the Content
pursuant to this Agreement, the Company will
keep the Content updated and refreshed and
comply on an on-going basis with the Format,
the Acceptance Criteria and the Guidelines, as
each may be amended from time to time in
accordance with the terms of this Agreement.
Where any such amendments require the
mutual agreement of the Parties, in the case
of amendments proposed by VGCS, the
Company shall not unreasonably withhold its
consent where such amendments are
backwardly compatible with the then current
and accepted version of the document
concerned.
	 
	5.13	 	The Company will use its best efforts to rectify bugs associated with any Content
made available to Customers on the Directory at its own expense. Where a particular error
cannot be fixed the Company will provide an amended version to VGCS free of charge.
	 
	6.	 	VGCS obligations and rights
	 
	6.1	 	VGCS shall be responsible for billing and
collecting revenue in respect of Chargeable
Events from Customers.
	 
	6.2	 	VGCS shall host the Content placed on the
Directory in accordance with the terms of this
Agreement.
	 
	6.3	 	As soon as reasonably possible following the
execution of this Agreement, and throughout
the term, VGCS will provide to the Company a
copy of each of the relevant Guidelines and
Codes of Practice and will use its reasonable
endeavours to provide such other reasonable
information and materials as reasonably
requested by the Company which are
necessary to enable the Company to comply
with its obligations under this Agreement.
	 
	7.	 	The Directory
	 
	7.1	 	VGCS shall use reasonable endeavours to
maintain the availability of the Directory 24
hours in every day on every day of the year
but VGCS shall not be liable for any failure to
maintain the Directory in such manner
whether this arises from a technical or other
failure in the Directory, the Vodafone
Networks or otherwise.
	 
	7.2	 	VGCS does not warrant that the Directory or
the Vodafone Networks will be fault free or
free of interruptions. VGCS reserves the right
from time to time to improve or alter the
Directory as it deems appropriate (including
changes to the category structure or
channels).
	 
	7.3	 	VGCS reserves the right to suspend the
operation of the Directory for the purposes of
remedial or preventative maintenance or
improvement of the Directory.
	 
	7.4	 	The Company acknowledges and agrees the
Directory and the distribution of Content may
depend on factors beyond VGCS’s control
including but not limited to factors affecting
the operation of the Vodafone Networks and
the public networks. VGCS is not obliged to
provide the Directory where such factors
prevent it.
	 
	7.5	 	Without limiting or prejudicing its other rights
under this Agreement, VGCS may suspend or
disconnect the Company or remove or bar






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	 	 	access to any Content without prior notice or liability of whatsoever kind to the
Company, if:
	 
	7.5.1	 	a fault occurs (including for the avoidance of
doubt any fault connected with the Content)
that is considered by VGCS in its sole
discretion to affect or be likely to affect the
performance of the Directory or any
associated charging or payment mechanism
or the Vodafone Networks or any mobile
access devices; or
	 
	7.5.2	 	the capacity of the Directory or any Vodafone
Networks is or is likely to be exceeded; or
	 
	7.5.3	 	it is reasonably requested to do so by VGCS
or any member of the Vodafone Group.
	 
	7.6	 	VGCS may at any time during the term of the
Agreement, without incurring any liability to
the Company, temporarily or permanently:
	 
	7.6.1	 	suspend or disconnect the Company; or
	 
	7.6.2	 	remove or bar access to the Content (or any
part thereof) on the Directory to its
Customers.
	 
	7.7	 	VGCS must give the Company notice of any
action taken to remove the Content from the
Directory under this Agreement within a
reasonable time after the removal.
	 
	7.8	 	VGCS shall not be liable to the Company for
barring access to the Directory or any part
thereof or for removing or ceasing to make
available or distributing any Content to
Customers under this Agreement.
	 
	8.	 	Intellectual Property Rights and Branding
	 
	8.1	 	The Company hereby grants to VGCS:
	 
	8.1.1	 	a non-exclusive, non-transferable (except to
an assignee in accordance with the terms of
this Agreement) royalty-free (except for the
payments specified in Clause 11) licence in
the Territory to use, store, reproduce,
display, distribute, transmit, broadcast and/or
otherwise communicate and/or make
available to the public the Content, for the
purposes and the term of this Agreement;
	 
	8.1.2	 	a non-exclusive, non-transferable (except to
a permitted an assignee in accordance with
the terms of this Agreement) royalty-free
licence in the Territory to use the name of
the Company, the Company Marks and
Company Branding materials to display
Content;
	 
	8.1.3	 	a royalty-free, perpetual and irrevocable licence to store a copy of all
Content for VGCS’s archiving internal analysis purposes and pursuant to Clause 5.5.
	 
	8.2	 	For the avoidance of doubt, the rights
granted to VGCS by the Company under this
Agreement, shall include the right to extract
parts of the Content and distribute such parts
through various technologies (including
without limitation SMS, MMS and IM) to
Customers free of charge for the purposes of
demonstrating the features of the Content or
for advertising and/or promoting sales of the
Content.
	 
	8.3	 	All use of the name of the Company, the
Company Marks and Company Branding shall
be for the benefit of Company and in
accordance with the reasonable terms of use
generally applied by the Company to its own
activities and applying to licensees of the
Company Marks.
	 
	8.4	 	Except as specifically authorised in this
Agreement, neither Party shall use the other
Party’s name or trade marks (including in the
case of the Company, any Vodafone Mark)
without the other’s prior written consent.
	 
	8.5	 	VGCS and the Licensed Vodafone Companies
shall be further entitled to sub-license the
rights under Clause 8.1 to any service
provider if they outsource the provision or
management of the Directory (or any part
thereof). Such outsourcing contractor shall be
allowed to use the rights granted under
Clause 8.1 subject to VGCS remaining
responsible for the acts or omissions of the
outsourcing contractor.
	 
	8.6	 	The Company shall be responsible for
securing all necessary Intellectual Property
Rights in the Content for use and distribution
by VGCS pursuant to this Agreement
including without limitation obtaining any
necessary clearances and consents from, and
making royalty or other payments to, the
owners of the applicable Intellectual Property
Rights. The Company shall also procure that
all moral rights in the Content are waived.
	 
	9.	 	Technical and Customer Support
	 
	9.1	 	VGCS shall be responsible for dealing with all
First Line Customer inquiries concerning the
Content. The Company authorises VGCS to
refer any Second Line Customer support
inquiries to the Company’s nominated
Relevant Contacts for technical matters.
	 
	9.2	 	The Company shall provide Second Line
Customer support and general customer
support (in respect of its hosting obligations





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	 	 	which shall include application monitoring, application support and fault and change
management, in accordance the with the terms of this Agreement).
	 
	9.3	 	The Company shall when requested by VGCS
provide appropriate assistance in accordance
with this Agreement and shall document and
provide to VGCS operational processes for the
transfer of any Customer from First Line
Customer Support to Second Line Customer
Support.
	 
	9.4	 	The following guidelines shall be used by the
Parties to determine the priority of incidents
and the Company’s corresponding obligation
to respond and resolve such incidents
involving the Content and other services
delivered or under the responsibility of the
Company:
	 
	9.4.1	 	Priority 1 (Critical): Complete failure of the
Content or a significant part of the Content or
the problem creates a definite business or
financial exposure or affects a large number
of Customers. Response within 10 minutes
and resolution within 2 hours;
	 
	9.4.2	 	Priority 2 (High): Content not totally down,
but the affected components form a
significant part of the functionality of the
Content and the problem creates a possible
business or financial exposure. Response
within 30 minutes and resolution within 6
hours; and
	 
	9.4.3	 	Priority 3 (Medium): The Content is largely
available and the problem has little or no
effect on the services provided by the
Content and the problem creates no business
or financial exposure. Response time within 3
hours and resolution time within 2 business
days.
	 
	9.5	 	The Company shall use its best efforts to
rectify bugs associated with any Content
made available to Customers on the Directory
at its own expense.
	 
	9.6	 	The Company shall, if requested by VGCS,
document and agree in good faith,
appropriate operational processes for the
transfer of any Customer from First Line
Customer Support to Second Line Customer
Support.
	 
	10.	 	Hosting
	 
	10.1	 	This clause 10 shall not apply where item 4 of
the Content Schedule provides that VGCS is
responsible for hosting the Content.
	 
	10.2	 	The Company shall:
	 
	10.2.1	 	host the Content on the Platform (which shall
include provision of application monitoring,
application support and fault and change
management) in accordance with the terms
of this Agreement; and
	 
	10.2.2	 	make available, operate, support and
maintain the Platform in accordance with in
accordance with the terms of this Agreement.
	 
	10.3	 	The Company shall provide sufficient
redundancy in services and infrastructure in
order to maintain the Content to the
standards set out in this Agreement. The
Company shall perform daily backups of all
data regarding Chargeable Events and be
able to recover to the last backup. Backups
shall be treated in accordance with the
industry standard security.
	 
	10.4	 	Notwithstanding the obligations under the
Data Protection Legislation all facilities
associated with the hosting of the Content,
the Content data and the transmission of that
data shall be provided with physical
protection in order to ensure security
commensurate with the sensitivity of the data
being processed and the service being
provided. The Company is responsible for
obtaining and maintaining the Content and
the Platform.
	 
	10.5	 	The Company shall:
	 
	10.5.1	 	ensure that viruses are not introduced to the
Platform;
	 
	10.5.2	 	respond to all virus attacks, destroy any virus
detected, document each incident and report
the details immediately to VGCS; and
	 
	10.5.3	 	scan all incoming computer media for viruses
before they are read by any hardware
associated with the Content.
	 
	10.6	 	The Company shall take all reasonable
measures to prevent unlawful or
unauthorised access to the Company
computer systems associated with the
Content and the Content data and Content
backups (including measures designed to
prevent unlawful or unauthorised use,
copying or redistribution of the Content data
by Customers). Where appropriate this will
include use of locking devices, firewalls,
shared secrets, digital certificates, password
protection, and content filtering, encryption
and intrusion detection.
	 
	11.	 	Pricing, Revenue and Payments
	 
	11.1	 	VGCS may in its reasonable discretion determine the price at which the Content is sold to
Customers in the Territory. However,





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	 	 	in determining such price, VGCS shall consider any reasonable recommendations from the
Company and shall not provide the Content to Customers free of charge.
	 
	11.2	 	VGCS shall pay the Company the Company
Revenue in accordance with the procedure
set out this clause 11.
	 
	11.3	 	VGCS shall not be obliged to make any
payment in respect of any Chargeable Event
unless and/or until the Customer has paid for
the Content in full.
	 
	11.4	 	VGCS shall, no later than 30 days after the
end of the month in which the relevant
Chargeable Events were incurred:
	 
	11.5	 	generate monthly reports showing the
calculation of the Company Revenue for the
relevant month;
	 
	11.6	 	issue a monthly purchase order in respect of
the Company Revenue for the relevant
month.
	 
	11.7	 	The Company shall, upon receipt of a
purchase order from VGCS, issue an invoice
in respect of the applicable Company
Revenue.
	 
	11.8	 	Unless an amount is in bona fide dispute, the
Parties shall pay all sums owed to each other
under this Agreement within 30 days of
receipt of a valid invoice for the relevant sum.
	 
	11.9	 	Where a Deduction arises as a result of a
refund issued or credited to a Customer or as
a result of bad debt, VGCS shall be entitled to
deduct that part of the Company Revenue
paid to the Company in respect of the
refunded or credited Chargeable Event
against the calculation of the Company
Revenue in the report for the month following
the refund or credit. The monthly reports
shall be sent to the Company’s Relevant
Contact for financial matters.
	 
	11.10	 	Payment by VGCS to the Company shall be
made by BACS to the bank account set out
on the front page of this Agreement.
	 
	11.11	 	The currency of this Agreement shall be
Euros. All financial reports, statements,
invoices, charges and payments made by one
Party to the other shall be in Euros. In
respect of revenues generated in a country
that does not have the Euro as its primary
currency (a “Non-Euro Amount”), VGCS
shall convert such Non-Euro Amount to Euros
using the UK Financial Times average middle
market exchange rate calculated for the
applicable month.
	 
	12.	 	Tax
	 
	12.1	 	The Company Revenue is exclusive of value
added tax (if any) and the Company shall pay
to VGCS an amount equal to any value added
tax which may be levied in connection with
the Directory Commission.
	 
	12.2	 	VGCS and any Vodafone Group Company
shall be entitled to make any deduction or
withholding required by law from any
payment payable under this Agreement or
any agreement between Vodafone Group
Companies entered into for the purposes of
this Agreement.
	 
	12.3	 	The Company shall provide to VGCS all
relevant financial information, in particular,
details of all value added tax, turnover tax
and other sales taxes which may be payable
on supplies of Content within each Territory
(collectively “VAT”) to enable VGCS to comply
with its billing, collection and financial
obligations under this Agreement.
	 
	13.	 	Reporting and Audit
	 
	13.1	 	Each Party shall, during the term of this
Agreement, deliver to the other upon its
reasonable written request access to and
copies of such information that the other may
reasonably require to perform its obligations
under this Agreement, including anything
required by the Guidelines and/or the Codes
of Practice.
	 
	13.2	 	Both Parties shall, at their own expense and
upon 30 days’ notice to the other Party, have
the right to have the other Party’s relevant
books and records examined during the
ordinary course of business by an
independent auditor solely for the purposes
of verifying the accuracy of any financial
report or statement made under this
Agreement. If such Party subsequently
discovers any discrepancy, the other Party
shall rectify such discrepancy within 30
working days after notification of the
discrepancy. Each Party shall only be entitled
to utilize this provision once in any 12-month
period.
	 
	14.	 	Warranties
	 
	14.1	 	The Company warrants and undertakes to VGCS that:
	 
	14.1.1	 	it has full right and authority to enter into this Agreement and that its entry into this
Agreement does not breach any third party’s rights or any other agreement to which it is a
party;





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	14.1.2	 	it shall implement and comply with the Codes
of Practice and any other reasonable policies
provided by VGCS to the Company from time
to time and which relate to:
	 
	14.1.2.1	 	Content standards (including anti-social,
fraudulent, unlawful or otherwise
inappropriate Content)
	 
	14.1.2.2	 	access or use of the Directory by
Customers (including anti-social,
fraudulent,unlawful or improper use);
or
	 
	14.1.2.3	 	Vodafone Networks and/or any mobile
device;
	 
	14.1.3	 	it shall not act in a way which shall impair or
put in jeopardy the operation of the
Directory, the Vodafone Networks, any
mobile device or any part of them;
	 
	14.1.4	 	it shall comply with all applicable laws and in
particular with Data Protection Legislation
and shall not reproduce, sell, publish or
otherwise commercially exploit any
information or data obtained by it under this
Agreement;
	 
	14.1.5	 	it has the necessary licences, consents,
permission or approvals to operate, and to
grant VGCS the rights to use the Content in
accordance with the terms of this Agreement;
	 
	14.1.6	 	it shall use reasonable skill and care in
carrying out its obligations and exercising its
rights under this Agreement;
	 
	14.1.7	 	it is tax resident in the place indicated on the
front page of this Agreement and shall be
deemed to remain tax resident in that
territory unless it notifies VGCS of a change
of tax residency on 30 days prior written
notice. The Company shall immediately
provide any documentation required by VGCS
evidencing its tax residency in such territory.
	 
	14.2	 	The Company warrants and undertakes to VGCS that the Content shall throughout the term
of this Agreement:
	 
	14.2.1	 	be of satisfactory quality and be kept fresh,
updated and current (with reference to the
nature of the Content’s subject matter);
	 
	14.2.2	 	comply with the Guidelines;
	 
	14.2.3	 	not infringe any third Party’s rights (including
Intellectual Property Rights);
	 
	14.2.4	 	will not be defamatory, obscene, racist,
materially inaccurate, be so violent, sexual or
abusive in nature as to be reasonably likely to
cause serious offence to any material group
of people, or otherwise be in breach of any applicable law, regulation or code of conduct
or result in VGCS or any part of the Vodafone Group or Vodafone Group being in breach of
any law;
	 
	14.2.5	 	will not result in VGCS or any part of the
Vodafone Group being held to carry out any
regulated activity for the purposes of the
Financial Services and Markets Act 2000,
investment business under the Financial
Services Act 1986, provide any consumer
credit or credit brokerage under the
Consumer Credit Act 1974 or offer any
gambling service, betting service or lottery;
	 
	14.2.6	 	will not offend taste or decency, or contain
any Content that promotes a Competitor or
criticises VGCS or any other company within
the Vodafone Group, or otherwise brings
VGCS or the Vodafone Group into disrepute
or damages the reputation or goodwill of
VGCS, or any other company in the Vodafone
Group or any Vodafone Mark in any of the
Territories;
	 
	14.2.7	 	will not contain grammatical or typographical
errors or be factually inaccurate; and
	 
	14.2.8	 	will not contain any computer viruses, logic
bombs, trojan horses and/or any other items
of software which would disrupt the proper
operation of the Directory or any mobile
device.
	 
	14.3	 	VGCS warrants and undertake that:
	 
	14.3.1	 	it has full right and authority to enter into this
Agreement; and
	 
	14.3.2	 	it shall comply with all applicable laws and in
particular with Data Protection Legislation.
	 
	14.4	 	The Parties acknowledge that their respective
obligations and liabilities are exhaustively
defined in this Agreement and that to the
extent permitted by law, the express
obligations and warranties provided in this
Agreement are in lieu of and to the exclusion
of any warranty, condition, term, undertaking
or representation of any kind, express or
implied, statutory or otherwise relating to
anything supplied or provided or services
performed under or in connection with this
Agreement including (without limitation) as to
the condition, quality, performance,
satisfactory quality or fitness for the purpose.
	 
	15.	 	Third Party Intellectual Property Indemnity
	 
	15.1	 	The Company shall indemnify VGCS and all members of the Vodafone Group and all Customers
from and against all loss, damage,





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	 	 	expense or cost (including legal costs calculated on a solicitor-client basis)
sustained by VGCS or any Vodafone Group Company arising out of or in connection with
any claim or allegation that the provision, use, receipt or possession of the Content
or any Intellectual Property Right or materials provided by or on behalf of the Company
to VGCS or a Vodafone Group Company infringes the Intellectual Property Rights of a
third party.
	 
	15.2	 	If any third party makes a claim or demand or brings an action against, or notifies an
intention to make or bring a claim, demand or action against VGCS or any Vodafone Group
Company which give rises to a liability under clause 15 (in this clause, a “relevant
claim”), VGCS shall:
	 
	15.2.1	 	without limiting the generality of clause 15,
as soon as reasonably practicable give written
notice of the relevant claim to the Company;
	 
	15.2.2	 	not make any admission of liability,
agreement or compromise in relation to the
relevant claim (save where required by law,
legislation, court order or governmental
regulations) which may be prejudicial to the
defence or settlement of any claim, demand
or action for infringement or alleged
infringement of any Intellectual Property
Rights by VGCS, a Vodafone Group company
or the Company without the prior written
consent of the Company (such consent not to
be unreasonably withheld or delayed); and
	 
	15.2.3	 	at the request of the Company and at the
Company’s cost, afford all reasonable
assistance for the purpose of contesting the
relevant claim.
	 
	16.	 	Liability
	 
	16.1	 	Except under Clauses 15.1 and 16.3, in each
Contract Year the aggregate liability of each
Party for all claims made under or in
connection with this Agreement, whether
based on contract, tort, negligence or
otherwise shall be limited to the lesser of:
(a) £*****; or (b) £***** multiplied
by the number of Vodafone Group companies
which display the Content on the Directory in
the Contract Year in which the applicable
liability is sustained.
	 
	16.2	 	Except under Clauses 15.1 and 16.3, in no
circumstances shall either Party be liable for
any indirect, special or consequential
damages arising from breach of contract,
negligence or other liability even if the other
Party had been advised or knew (or should
have known) of the possibility of such
damages.
	 
	16.3	 	Nothing in this Agreement excludes either Party’s liability with respect to death and
personal injury resulting from the negligence of that Party, its employees, agents or
subcontractors, or either Party’s liability for fraud or any other liability which may not
be excluded or restricted by law.
	 
	17.	 	Insurance
	 
	17.1	 	Throughout the term of this Agreement, the
Company shall carry and maintain a
reasonable level of insurance cover to cover
such of its liabilities under this Agreement as
are insurable (including public/products
liability insurance and professional indemnity
insurance to a value of no less than £5
million).
	 
	17.2	 	The Company shall upon written request
provide VGCS with evidence of payment of
any insurance policy premium and if
requested to do so shall note Vodafone’s
interest on the policy and shall not do
anything to vitiate such insurance during the
term of this Agreement and a period of 6
years thereafter.
	 
	18.	 	Term and Termination
	                                                       
	 
	18.1	 	Each Contract shall commence on the
Commencement Date set out in item 5 of the
applicable Content Schedule and will continue
for the Initial Term unless otherwise
terminated in accordance with its terms.
Following expiry of the Initial Term, each
Contract shall automatically continue unless
and until either Party gives to the other at
least thirty (30) days prior written notice to
terminate the applicable Contract.
	                                                        
	 
	18.2	 	Either Party may terminate this Agreement or
a Contract immediately on written notice
(such notice not to be made by email) if:
	 
	18.2.1	 	the other is in material breach of its terms
and such breach is incapable of remedy or, if
capable of remedy, fails to remedy that
breach within 14 days’ notice from the non-
breaching Party requiring remedy; or
	 
	18.2.2	 	the other ceases to carry on its business or
has a liquidator, receiver or administrative
receiver appointed to it or over any part of its
undertaking or assets or passes a resolution
for its winding up (otherwise than for the
purpose of a bona fide scheme of solvent
amalgamation or reconstruction where the
resulting entity will assume all of the liabilities
of it) or a court of competent jurisdiction
makes an administration order or liquidation
order or similar order over the other, or the
other enters into any voluntary arrangement
with its creditors, or is unable to pay its debts





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	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.






 









 













	 	 	as they fall due or suffers any similar or equivalent act in another relevant
jurisdiction.
	 
	18.3	 	VGCS may terminate this Agreement or a
Contract or suspend, disconnect or bar access
to the Content (temporarily or otherwise)
immediately on written notice, without
prejudice to its other rights and remedies, if:
	 
	18.3.1	 	The Company is in breach of this Agreement,
the Content fails to meet any Integration
Guidelines and/or Codes of Practice; or
	 
	18.3.2	 	VGCS or a member of the Vodafone Group
receives complaints regarding any of the
Content or the Company which it considers to
be of such seriousness or number as to be
materially prejudicial to the brand or
reputation of VGCS or Vodafone; or
	 
	18.3.3	 	in VGCS’ reasonable opinion the continued
use of the Content (or part thereof) or the
performance of any of its obligations under
this Agreement relating to the use of the
Content will infringe third party rights, be
illegal, or not in compliance with or will
otherwise be in breach of any applicable
laws, regulations or statutory enactments; or
	 
	18.3.4	 	access to the Content has been barred or
suspended pursuant to the terms of this
Agreement and the Company has failed to
resolve the problems identified by VGCS to
VGCS’s reasonable satisfaction by the date
specified by VGCS pursuant to that Clause.
	 
	18.4	 	VGCS shall be entitled to terminate this
Agreement or a Contract without cause at
any time, either in full or in relation to
particular Territories or items of Content (or
both), by giving 30 days’ written notice to the
Company, without prejudice to its other rights
and remedies. Any partial termination shall
not affect the validity or enforceability of this
Agreement in respect of the remainder of the
Agreement.
	 
	18.5	 	Termination of this Agreement or a Contract
does not affect the accrued rights, obligations
or liabilities of the Parties prior to
termination.
	 
	18.6	 	Upon termination or expiry of this Agreement
for any reason, all Contracts shall
immediately terminate.
	 
	18.7	 	Upon termination or expiry of a Contract for
whatever reason:
	 
	18.7.1	 	VGCS shall remove the Content from the Directory and cease providing access to the
Content to its Customers;
	 
	18.7.2	 	each Party shall return to the other any
confidential information or materials provided
to it by the other within 30 days of the date
of termination;
	 
	18.7.3	 	each Party shall remove all references to the
other’s trade marks from any marketing and
promotional materials;
	 
	18.7.4	 	the Parties shall settle all outstanding sums
either may owe the other within 60 days of
the date of termination; and
	 
	18.7.5	 	all rights granted under the Contract shall
immediately cease.
	 
	18.8	 	VGCS may request and the Company shall agree to extend the operation of a Contract for a
period of not more than ***** after what would otherwise be the effective date of
termination or expiration to give VGCS an opportunity to replace the Content and rebrand its
marketing materials.
	 
	19.	 	Confidentiality and publicity
	 
	19.1	 	Except as may be required by law or any
applicable regulatory body, or as is strictly
required to perform its obligations under this
Agreement, each Party shall keep secret and
confidential and not use, disclose or divulge
to any third party any information that they
obtain about the other concerning the
business, finances, technology and affairs of
the other, and in particular but not limited to
this Agreement and its subject matter. This
Clause does not apply to information that has
come into the public domain other than by
breach of this Clause or any other duty of
confidence or is obtained from a third Party
without breach of this Clause or is required to
be disclosed by law.
	 
	19.2	 	The Parties agree that VGCS shall be entitled
to share any or all information it receives
from or generates on behalf of the Company
pursuant to this Agreement with the
Vodafone Group.
	 
	19.3	 	Neither Party shall issue any press statement
or other announcement relating to this
Agreement or the subject matter thereof
without the prior written consent of the other
Party.
	 
	20.	 	Data Protection
	 
	20.1	 	Each Party agrees that any personal data used by the Parties in connection with this
Agreement in their business and/or transferred beyond the European Economic Area for the
purposes of this Agreement shall be processed in accordance with the requirements of the
applicable Data





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*****  The omitted portions of this exhibit have been filed with the
Securities and Exchange Commission pursuant to a request for
confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.


 










 











Protection Legislation and each Party agrees to do all such acts and things (including
entering into any necessary agreements) at their own expense to ensure that they so comply.




	20.2	 	All personal and traffic data will remain the exclusive property of Vodafone. The Company
shall be entitled to receive, on written request from time to time, aggregated user information for
the limited purpose of analysing the effectiveness of the Content.
	 
	20.3	 	To the extent that the Company is required in connection with the performance of its
obligations under this Agreement to gather personal data relating to any Customer, then the Company
shall not make any use of that data for any reason other than to perform its obligations hereunder
and in particular shall not make any use of the personal data for marketing purposes.
	 
	20.4	 	To the extent that the Company handles personal data for which Vodafone are responsible, the
Company must ensure that it has in place appropriate technical and organisational security measures
(in addition to those expressly required by this Agreement) in respect of the relevant data as far
as such endeavours are necessary to comply with the same or equivalent obligations as those imposed
on VGCS under applicable Data Protection Legislation.
	 
	21.	 	General
	 
	21.1	 	No variation of this Agreement or of any of the documents referred to in it shall be valid or
effective unless it is in writing and signed by or on behalf of each of the Parties.
	 
	21.2	 	This Agreement may be executed in any number of counterparts, each of which, when executed and
delivered, shall be an original, and all the counterparts together shall constitute one and the
same instrument.
	 
	21.3	 	Any notice or other communication required to be given or made under this Agreement shall be
in writing and addressed to the receiving Party’s principal contact at the address of the receiving
Party as set out in the Agreement or such other person or address as notified from time to time in
accordance with the terms of this Clause. Any such notice or communication may be delivered by
hand, first class post (if both Parties are within the UK), airmail (if one of the Parties is
overseas) or fax and shall be deemed to be given or made if: (a) sent by hand, upon receipt; (b) by
first class post, on the second working day following the date of posting; (c) by airmail, on the
seventh working day following the date of posting and (d) by fax or e mail, when despatched
provided that a confirmatory copy is immediately despatched by first class post or airmail (as
appropriate).
	 
	21.4	 	This Agreement represents the entire understanding between the Parties in relation to its
subject matter and supersedes all agreements and representations made by either Party, whether oral
or written. This Clause shall not affect either Party’s liability for fraud.
	 
	21.5	 	Failure or delay by either Party to enforce any provisions under this Agreement shall not be
taken as or deemed to be a waiver of its rights or operate as a waiver of any subsequent breach.
	 
	21.6	 	If any part of this Agreement is held to be void, voidable, illegal or unenforceable, the
validity or enforceability of the remainder of this Agreement shall not be affected.
	 
	21.7	 	Except as otherwise may be expressly permitted by this Agreement, neither Party shall assign,
transfer or sub-contract to any other person any of its rights or obligations under this Agreement
without the other Party’s prior written consent (which shall not be unreasonably withheld).
	 
	21.8	 	The Parties shall use all reasonable endeavours to procure that any necessary third party
shall do, execute and perform all such further deeds, documents, assurances, acts and things as may
reasonably be required to carry the provisions of this Agreement into full force and effect.
	 
	21.9	 	The following clauses shall survive termination of this Agreement for any reason: 3.3
(Contracts (Rights of Third Parties) Act 1999), 8 (Intellectual Property Rights and Branding), 13
(Reporting and Audit), 14 (Warranties), 15 (Third Party Intellectual Property Indemnity), 16
(Liability), 17 (Insurance), 18.5 (Accrued rights on termination) 19 (Confidentiality and
publicity), 21.4 (Entire Agreement), 21.5 (Waiver), 21.6 (Severability), 21.9 (Survival of Terms),
21.12 (Law) and any clause which should, by its nature, survive termination.
	 
	21.10	 	VGCS and the Company may amend this Agreement by mutual agreement in writing.
	 
	21.11	 	Neither Party shall be liable for any delay or failure in performing any of its obligations
under this Agreement if such delay or failure is caused by circumstances outside the reasonable
control without limitation, any delay or failure caused by any act or default of the other party).





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	21.12	 	This Agreement shall be governed by and construed and interpreted in accordance with the law
of England and Wales and the Parties to this Agreement submit to the exclusive jurisdiction of the
English Courts.
	 
	22.	 	Definitions
	 
	22.1	 	In this Agreement:
	 
	22.1.1	 	reference to persons shall include legal as well as natural persons and (where the context
so admits), references to the singular shall include the plural and vice versa;
	 
	22.1.2	 	reference to Clause, paragraphs and section numbers and to schedules and parts, shall be
those of this Agreement unless the contrary is stated;
	 
	22.1.3	 	reference to this Agreement shall include reference to any schedule and to this Agreement as
the same may be amended, novated or supplemented from time to time in accordance with its terms;
	 
	22.1.4	 	paragraph, section and Clause headings in this Agreement are for ease of reference only and
shall not affect its interpretation, validity or enforceability;
	 
	22.1.5	 	reference to any statute, act, directive or other regulation includes a reference to that
statute, act or directive or other regulation as re-enacted or amended from time to time;
	 
	22.1.6	 	the words “include” and “including” shall be construed without limitation to the words
following; and
	 
	22.1.7	 	defined terms are set out and described in Clause 22.2.
	 
	22.2	 	In this Agreement, the following words and expressions shall have the expanded definitions set
out below:




“Acceptance” means acceptance of the Content by VGCS in accordance with the terms of this Agreement
and “Accept” and “Accepted” shall be construed accordingly.



“Acceptance Criteria” shall mean any acceptance criteria in respect of Content agreed by the
Parties in accordance with clause 4.5



“Application Submission Criteria for Java QA” means those guidelines relating to the standards of
Content produced and amended from time to time by VGCS and provided to the Company in connection
with the Vodafone certification process.



“Chargeable Event” means any purchase of the Content by a Customer from the Company for which the
Customer is charged by an Licensed Vodafone Company (which for the avoidance of doubt shall not
include use
of the Content for demonstration, testing or for any other purpose which has been expressly
excluded under the terms of this Agreement).



“Codes of Practice” means (1) all codes of practice (including any generally recognised voluntary
codes of practice regulating the operation of the internet), all applicable laws Including the Data
Protection Legislation), regulations, any government recommendations and/or any recommendations of
any regulatory body and (2) any rules of procedure (including technical or quality control
procedures), guidelines, directions, policies and/or other requirements made or adopted by VGCS
from time to time which relate to content, the operation of the Directory, the participation of
Companys in the Vodafone live! service, the provision of content for use on the Directory and/or
the subject matter generally of this Agreement.



“Commencement Date” means the date set out in item 5 of the Content Schedule.



“Competitor” means any third party competitor of the Vodafone live! service including without
limitation any consumer focused multi-access internet portal, wireless portal or online service
provider focused on the provision of wireless content services including but not limited to any
operator, or any company affiliated with such operator, of a electronic communications network.



“Company Branding” means the branding, layout, Format, “look and feel” and style (including all
copyright works and trade and service marks and names included therein) to be used in relation to
the Content as at the date of each applicable Contract (further details of such branding may be set
out in item 2 of the Content Schedule).



“Company Marks” means the trade and service marks and names, domain names, logos and branding of
the Company to be used by VGCS to brand the Content in accordance with this Agreement, whether
registered or not and including applications for the same.



“Company Revenue” means the percentage of Net Revenue set out in item 3 or the Content Schedule
payable to the Company under this Agreement.



“Content” means the information, text, data, graphics, moving and still images and sound recordings
(including the music and lyrics on such recordings) and / or services as described in item 1 of a
Content Schedule and where the context so requires, includes any Link supplied by the Company to
VGCS which is to be placed in the Directory and any underlying software code.



“Content Charge” mean VGCS’s and/or each Sub-Agent’s specific charge to the Customer including any
value added tax, turnover tax or other local sales or other taxes for the purchase of the Content
from the Company excluding for the avoidance of doubt the Network Charges.



“Content Schedule” means a schedule in a form substantially identical to the Content Schedule
attached to this Agreement.




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“Contract” means a Content Schedule which has been signed by the Relevant Contacts of each of the
Parties or another such authorised representative, is expressed to incorporate the terms of the
Agreement and is in a format substantially identical to the Content Schedule.



“Contract Year” means each calendar year of this Agreement commencing on the Effective Date and on
each subsequent anniversary thereof.



“Customer” means a user of the Directory.



“Data Protection Legislation” means any applicable national data protection and privacy legislation
in force anywhere in the Territory.



“Deductions”
means: (l) ***** of all Customer refunds (or credits which may issued to a Customer in
lieu of a refund,) in respect of a Chargeable Event; (2) any deductions or withholdings which VGCS
or any Authorised Sub-Agent may be required to make by law from any payment payable under this
Agreement or any agreement between Vodafone Group Companies entered into for the purposes of this
Agreement; (3) any value added tax, turnover tax or other local sales taxes or other taxes (other
than such taxes included in the Content Charge) payable by VGCS or a Vodafone Group Company as a
result of arrangements entered into for the purposes of this Agreement; and (4) such other
deductions which the Parties may agree from time to time in writing.



“Delivery Timetable(s)” means the date(s) agreed by the Parties for the testing and/or delivery of
the Content (if any) as set out in a Content Schedule or as otherwise agreed by the parties in
writing from time to time.



“Directory” means the mobile content directory or other platform from time to time operated for and
on behalf of or in conjunction with a Vodafone Group company that is accessible by Customers of the
Vodafone Networks and which lists or otherwise facilitates access to various mobile content and
services.



“File” means each individual file comprising the Content which has been developed for use on each
Specified Mobile Device.



“First Line Customer Support” means all Customer inquiries relating to billing and payment
collection, connection to the mobile internet, access to the Content and any non-Content specific
issues relating to the Directory.



“Format” means any format described in item 9 of the Content Schedule or which VGCS specifies from
time to time.



“Gross Revenue means the aggregate Content Charges billed and collected by Vodafone to Customers in
respect of Chargeable Events.



“Guidelines” means the Style Guidelines, the Application Submission Criteria for Java QA (if
applicable) and the Integration Guidelines.



“Initial Term” shall be ***** from the Commencement Date.



“Intellectual Property Rights” means all intellectual and industrial property rights, whether
registered or unregistered, including trade and service marks, letters patent, utility models,
designs and design rights, trade and business names (including rights in any get-up or trade
dress), domain names, rights in domain names, topography rights, copyright, database rights, and
all other similar proprietary rights in every case which may subsist in any part of the world
including any registration of any such rights and applications and any rights to make applications
for any of the foregoing.



“Integration Guidelines” means the technical performance, style and format requirements relating to
the Content produced and amended from time to time by VGCS and provided to the Company for use in
accordance with the terms of this Agreement.



“Languages” means the languages specified in item 5 of a Content Schedule.



“Licensed Vodafone Company” means those Vodafone Group companies to which VGCS had sub-licensed its
rights under this Agreement.



“Link” means any link which the Company provides in order to facilitate access to the Content.



“month” means a calendar month and “monthly” shall be construed accordingly.



“Net Revenue” means the Gross Revenue value added tax, turnover tax or other local sales or
other taxes tax charged to Customers.



“Network Charges” means the network charges to the Customers made in connection with the access,
carriage and use of the Content by a Vodafone Group Company.



“Party” and “Parties” means a party/the parties to this Agreement.



“Platform” means the system, including the equipment, the link and the software to host and
maintain the Content.



“Relevant Contacts” means the contacts for each party from time to time described on the front page
of this Agreement.



“Second Line Customer Support” customer support shall include all Customer inquiries other than
First Line Customer Support, including, but not limited to any Content, delivery related and/or
technical support enquiries.



“Specified Mobile Device” means the mobile devices on which the Content shall be supplied as
specified in item 8 of a Content Schedule.



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	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.






 









 










“Style Guidelines” means those guidelines relating to the style of Content, produced and amended
from time to time by VGCS and provided to the Company for use in accordance with the terms of this
Agreement.



“Territory” means all of those countries in respect of which VGCS is licensed by this Agreement to
use the Content as set out in item 7 of the Content Schedule and “Territories” shall mean any such
country or countries.



“Vodafone” means VGCS and/or any Vodafone Group company as the context requires;




“Vodafone Group” means Vodafone Group plc, Vodafone Partner Networks and each company or entity in
which Vodafone Group plc has a shareholding or interest, directly or indirectly of 15% or more or
has the right to exercise, directly or indirectly 15% or more of the voting rights and “Vodafone
Group Company” shall be construed accordingly.



“Vodafone Partner Networks” means any company or corporation with which a Vodafone Group Company
has entered into a co-operation agreement with regard to the development and supply of new products
and services and other related matters, and Vodafone Group Plc (or such Vodafone Group Company as
Vodafone Group Plc has nominated) has entered into a brand licence agreement in relation to the
licensing and use of the Vodafone name and brand.



“Vodafone Networks” means the wireless communications systems operated and/or provided for and on
behalf of the Vodafone Group within the Territory.



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Executed as an agreement:




	 	 	 	 	 	 	 	 	 
	By the authorised representative of:

	 	 	)	 	 	 	 	 
	Vodafone Global Content Services Limited

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Lee Fenton
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Name: Lee Fenton	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Commercial Director	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Date: 7 July 2003	 	 
	 
	 	 	 	 	 	 	 	 
	By the authorised representative of:

	 	 	)	 	 	 	 	 
	Company

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Shukri Shammas
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Name: Shukri Shammas	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Title: Managing Director	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	Date: 19 June 2003	 	 






Templates/VGCS Templates/Master Reseller Terms and Conditions




 









 










Content Schedule




This Contract incorporates the terms of the Master Reseller Terms and Conditions agreed between
Vodafone Global Content Services Limited (“VGCS”) and the Company (as defined below).



	 	 	 	 	 
	1.

	 	Content Description
	 	[Insert details of the Content]
	 
	 	 	 	 
	 

	 	 	 	SONY ERICSSON T610 GAMES
	 
	 	 	 	 
	 

	 	 	 	Cannons
	 
	 	 	 	 
	 

	 	 	 	Caveman
	 
	 	 	 	 
	 

	 	 	 	Detonate
	 
	 	 	 	 
	 

	 	 	 	Dragon Island
	 
	 	 	 	 
	 

	 	 	 	Goldminer
	 
	 	 	 	 
	 

	 	 	 	Turtles
	 
	 	 	 	 
	 

	 	 	 	NOKIA 3510i GAMES
	 
	 	 	 	 
	 

	 	 	 	Dragon Island
	 
	 	 	 	 
	 

	 	 	 	NOKIA 3650 GAMES
	 
	 	 	 	 
	 

	 	 	 	Dragon Island
	 
	 	 	 	 
	 

	 	 	 	NOKIA 7650 GAMES
	 
	 	 	 	 
	 

	 	 	 	Dragon Island
	 
	 	 	 	 
	 

	 	 	 	NOKIA SERIES 40 GAMES
	 
	 	 	 	 
	 

	 	 	 	Dragon Island
	 
	 	 	 	 
	 

	 	 	 	SHARP GX-10 GAMES
	 
	 	 	 	 
	 

	 	 	 	Dragon Island
	 
	 	 	 	 
	2.

	 	Company Branding
	 	[Insert particulars of Company Branding, if
applicable]
	 
	 	 	 	 
	3.

	 	Company Revenue
	 	[Note that Net Revenue is Gross Revenue less any
Deductions, value added tax, turnover tax or other
local sales or other taxes charged to Customers.]
	 
	 	 	 	 
	 

	 	 	 	Company Revenue shall be *****% of Net
Revenue less any Deductions.
	 
	 	 	 	 
	4.

	 	Hosting
	 	VGCS shall be responsible for hosting the Content.
	 
	 	 	 	 
	5.

	 	Commencement Date
	 	7 July 2003






Templates/VGCS Templates/Master Reseller Agreement for Games Cover Sheet-Deal Sheet






 





			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.






 









 













	 	 	 	 	 
	6.

	 	Languages
	 	English, Spanish, Italian, German
	 
	 	 	 	 
	7.

	 	Territories
	 	Worldwide
	 
	 	 	 	 
	8.

	 	Specified Mobile Devices
	 	Specified in section 1
	 
	 	 	 	 
	 

	 	 	 	[Sharp GX10 and GX10i and any other Java
technology enabled type of mobile appliance,
machine or device that inter alia can be
used to connect to the Directory as agreed
by the Parties from time to time.]
	 
	 	 	 	 
	9.

	 	Format
	 	The Company shall ensure that the Content is
capable of supporting VSCL and MidP (the
“Format”) and the Company shall not change
or vary the Format without VGCS’s prior
written consent.
	 
	 	 	 	 
	10.

	 	 Vodafone Certification
	 	Unless Vodafone gives written notice
otherwise, all Content requires
certification from a Vodafone certified QA
House.
	 
	 	 	 	 
	11.

	 	 Delivery Timetables
	 	The Delivery Timetable (which may be updated
and amended by the mutual written agreement
of both Parties) is attached as an Annexure
to this Agreement.
	 
	 	 	 	 
	12.

	 	 Special Conditions
	 	Clause 12.1 of the Agreement is deleted






Signed on behalf of VGCS:




	 	 	 
	/s/ Lee Fenton
 


	 	  
	VGCS Relevant Contact
	 	 
	or authorised representative
	 	 






Print name: Lee Fenton




Position:
Commercial Director




Date signed: 7 July 2003




Signed on behalf of Company:




	 	 	 
	/s/
Shukri Shammas
 


	 	  
	Company Relevant Contact
	 	 
	or authorised representative
	 	 






Templates/VGCS Templates/Master Reseller Agreement for Games Cover Sheet-Deal Sheet




 









 










Print
name: Shukri Shammas




Position:
Managing Director




Date
signed: 19 June 2003




Delivery Timetable



(follows after this page)




Tcmplates/VGCS Templates/Master Reseller Agreement for Games Cover Sheet-Deal Sheet