Terms and conditions

1)     

Gravit-e has quoted the development costs for the charitytunes.com website at $11,550, including custom development, standard application hosting and necessary hardware purchases. These costs do not include fees for SSL certificate registration, credit card processing service or any other item not explicitly defined in The Proposal. The quoted costs are broken down as follows:

Description

Price

Application Licensing 

$

170 per month plus $1,300 setup

Custom Development 

$

7,500

Custom Application 

$

750

Documentation 

Custom Application Support 

$

375 per year, starting year two

Hardware 

$

2,000

Total 

$

170 per month plus $11,550 setup, development and hardware

2)     

The development period is estimated to be three months (including beta testing), after which the site will be ready for public launch.

3)     

Gravit-e is willing to accept payment for $4950 of the total costs of $11,550 in the form of free trading stock, and $825 of the total costs in stock which is restricted from sale for a period of one year. All stock references in this agreement refer to the common stock of Sound Revolution, Inc.

4)     

Payment of the $11,550 is to be made with an initial cash deposit of $3,300 for standard application setup and hardware procurement. Payment for the balance of $8,250 is to be made in installments, with the first payment occurring one month following the start of development and consisting of $2,475 in cash and $825 in restricted stock. A second payment consisting of $2,475 in free trading stock will occur two months following the start of development. A final payment of $2,475 in free trading stock will be made upon substantial completion of development.

5)     

If free trading stock is unavailable by the date of substantial completion or Gravit-e is unable to sell the free trading stock to cover the amount owed within one month of substantial completion The Client will provide a cash payment for the outstanding balance within thirty days.

6)     

Monthly licensing/hosting fees of $170 will commence following the earliest of either initial public access to the website or substantial completion of development. This fee includes 50 MB of web storage, 1 GB of Traffic and 2 IMAP Email accounts. Costs for exceeding these included amounts are based on the following schedule of fees:

Description  

Price  

50 MB Web/Database 

$

5 per month

Storage 

1 GB Bulk Storage 

$

10 per month

Additional Email Accounts 

$

2 per address per month

Additional Traffic 

$

2 per GB

Email Archiving Service 

$

3 per address per month plus storage costs

Domain Alias/Forward 

$

20 setup

Additional Domain Setup 

$

20 setup

Archived Mail Retrieval 

$

50 per incident

Restoration from Backups 

$

50 per incident

Because The Client is purchasing storage hardware, there will be no monthly charges for storage of the files in the song library itself.

7)     

Exclusive ownership and copyright for source code for any applications or modules which are entirely custom developed by Gravit-e on behalf of The Client is held by the Client. In exchange, The Client grants Gravit-e an unrestricted license to continue to use source code in any fashion so long as it does not result in direct competition to The Client.

8)     

Additional conditions regarding ownership and licensing of source code are defined for the following three scenarios:

1.

The client wishes to use Gravit-e's applications in an Intranet environment or on self-hosted servers. In this situation Gravit-e will provide the client with the option to license the source code. Upgrades and support will continue to be provided for the software for a reduced regular monthly fee.

2.

The client wishes to use a hosting provider other than Gravit-e . In this situation Gravit-e will provide the client with the ability to license source code and take their web site and business applications with them to another web host. Upgrades will be on a case-by-case version.

3.

The client wishes to have a third party customize their Gravit-e hosted site . This will be permitted only under certain strict conditions (see below).

Licensing fees will be based on the following formulas. Upgrade fees do not apply to clients using applications in an Intranet or self-hosted environment (Scenario 1) who will instead be required to pay a monthly fee – equal to half the standard monthly licensing fee – for maintenance and support of the software.

Monthly License Fee (Applications)

Initial Licensing – 24 * Monthly Fee (Max Users) 

Major Upgrades – 18 * Monthly Fee (Max Users). Not applicable in  Scenario 1. 

One-Time Fee (Modules)  

Initial Licensing – 2 * Setup Fee 

Major Upgrades – Setup Fee. Not applicable in Scenario 1. 

Depending on scenario, licensed code will be subject to some or all of  the following conditions: 

9)

Any violation of these conditions will constitute breach of the licensing conditions and will result in termination of the client's license for use of the source code.

10)

Any hardware purchased by Gravit-e on behalf of The Client will be owned in name by Gravit-e. If service is discontinued, The Client may purchase the hardware from Gravit-e for one dollar.

11)

Gravit-e reserves the right to increase monthly fees as necessary. Application licensing fees will not be increased by an amount exceeding ten percent per year.

12)

All figures are quoted in CAD $.

Name: 

) 

    Sound Revolution 

) 

Title/Position: 

) 

    Recordings Inc. 

) 

Date: 

) 

/s/ Penny Green  

    May 3, 2005

) 

Purchase Order #: 

) 

per: Penny Green 

1.0

Document Overview  

2  

2.0

Project Brief  

2  

2.1

Project Components  

2 

2.1.1

Artist Database

2

2.1.2

Song Database 

3 

2.1.3

Charity Database 

3 

2.1.4

Static Website Content 

3 

2.1.5

Charity Tunes Engine 

3 

2.1.6

Tracking and Reporting 

4 

2.1.7

Other Functionality 

4 

2.2

Standard Applications 

4 

2.3

Custom Development 

5

2.4

Recommendations 

5

2.5

Future Growth 

5

3.0

Benefits and Advantages  

6  

4.0

Hosting  

6

5.0

Background Information  

7  

5.1

Development Team 

7

5.2

Development Methodology 

8 

5.3

Technology Platform 

9 

Appendix A – Breakdown of Costs

9

Appendix B – Source Code Licensing, Distribution and Ownership

11

Appendix C – Glossary of Terms

13

2.1.1 Artist Database

13)     

Artists and Artist Managers self-manage their music, pictures and bio information.

14)     

Changes to artist database must be approved prior to appearing on the website.

15)     

Web site will automatically create artist pages based on the information they have entered.

16)     

Artists will have the ability to sign themselves up on the web site.

17)     

Artists will be able to restrict their music to go to only certain charities.

18)     

Artists can be grouped and managed by an Artist Manager. Artists whose accounts are controlled by a manager will not be able to self-manage themselves, changes will have to go through the Manager.

2.1.2 Song Database

19)     

Current database contains approximately 7,000 songs, will grow significantly.

20)     

Preview clips (20 seconds) of songs will automatically be created when a new song is added to the database. These auto-created clips will be able to be overridden by manually uploaded preview clips.

21)     

Songs will be searchable by a variety of criteria.

22)     

The percentage of sale for each song which goes to charity will be user definable (for example, artists will be able to donate 100% of their proceeds from a sale to charity).

2.1.3 Charity Database

23)     

Charities will register themselves through the website and self manage their information, including logo and description.

24)     

Changes to charity database must be approved prior to appearing on the website.

25)     

Web site will automatically create charity pages based on the information they have entered.

2.1.4 Static Website Content

26)     

Static pages (ie. Home, About US, FAQ) will be managed and updated through the CMS.

27)     

Dynamic CMS blocks will allow songs and artists to be easily embedded into static pages.

2.1.5 Charity Tunes Engine

28)     

The e-commerce interface to the song database, allowing users to purchase music.

29)     

Users must register and log in before being able to listen to previews.

30)     

Email address will be confirmed prior to activation of a newly registered account.

31)     

Songs will be able to be browsed by genre or searched for based on various criteria.

32)     

Enable purchase of individual songs or pre-set packages.

33)     

Offer option for a subscription package, where subscribers are emailed a package of songs on a regular basis.

34)     

Secure download/delivery of songs, ensuring that each user downloads a song only once.

35)     

Gift purchases, where songs are emailed to a user to download.

36)     

Charity affiliate-style program where users directed to the site from a particular charity will have all their purchases automatically set to benefit that charity.

37)     

Ability to view listing of top songs.

38)     

Song recommendation engine.

2.1.6 Tracking and Reportin