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WEBSITE DEVELOPMENT AGREEMENT

Web Site Development Agreement

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This Web Site Development Agreement involves

DIGITAL YOUTH NETWORK CORP. | Jorge Salazar

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Title: WEBSITE DEVELOPMENT AGREEMENT
Date: 9/22/2006

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Exhibit 10.4

WEBSITE DEVELOPMENT AGREEMENT

 

AGREEMENT made July 17th 2006 by and between DIGITAL YOUTH NETWORK CORP (hereinafter referred to as the "Customer" with its offices at 303-1847 West Broadway, Vancouver, B.C., Canada, V6J 1Y6) and Jorge Salazar doing business as “Beacon Media Inc.” (hereinafter referred to as the "Consultant" with its office at 40-1866 Rufus Dr., North Vancouver, BC. Canada, V7J 3L7).

 

WHEREAS the Consultant has been commissioned to create and design and supply original artwork and computer files that will serve as a World-Wide Website Mobile on demand storefronts.

 

WHEREAS the parties agree the reproduction or the original artwork may be used in graphic programs, software, merchandise, adjuncts, packaging, books, advertising, promotional items, corporate identity items, or manuals of the Customer,

 

IT IS AGREED AS FOLLOWS:

 

Customer agrees to pay a fee for the artwork and Website development as follows:

 

1. Fees and Delivery Schedule .

 

a. The contract price, unless modified in writing by the parties, consists of the estimate provided to the Customer and the remainder of the cost. “Remainder of the cost” is defined as any original features (“estimate”) plus options” (features and/or functions requested by the Customer and priced separately) plus overage that the Customer has incurred minus any payments already made.

 

“Overage” is defined as time spent on new elements or requirements introduced into the project by the Customer during the development and/or testing and revision periods and/or after completion of the project that have not been estimated in section 1d of this contract as part of the original project or an option for the project. Overage time is billed at $35.00 per hour in half hour increments.

 

b. The following are the invoice dates and amounts for this project:

 

i. A single payment of $2,250.00 is required on August 1, 2006.

ii. A single payment of $2,250.00 is required on August 15, 2006.

iii. A single payment of $2,250.00 is required on September 1, 2006.

iv. The remainder of the estimate, $2,250.00, plus the global GST and any approved options added and overage incurred prior thereto will be invoiced on September 15, 2006.

 

c. All delivery dates depend on the timeliness of the delivery of materials and information by the Customer. In the event materials are not timely delivered by the Customer, then the following delivery dates are automatically extended by the number of days in which the Customer materials are late. In the event the Consultant becomes unable to deliver the site on the completion date because of events outside the control of the Consultant, or If the Customer, after the execution of this agreement, orders options or creates the necessity for overages, then the Consultant shall give reasonable assurance of the new

 

 


 

completion date and shall fix such date on a reasonable basis. All payments are non-refundable except in the case of breach by the Consultant (see section 8).

 

d. Payment shall be made as per the terms on each invoice as hereinabove set forth and the Consultant shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection. Checks, Money Orders, and Bank Wire Transfers must be made out to Beacon Media Inc and sent to 40-1866 Rufus Drive, North Vancouver, BC, V7J 3L7, Canada. Bank account and routing information available upon request. All prices are in Canadian Dollars. All invoices are payable immediately upon due date.

 

e. Estimate and options for project

 

ESTIMATE ON THE PROJECT: $9,000.00 + 50,000 DYOUF.OB stocks

 

This site will be programmed using PHP, ASP 2.0, JavaScript 1.2, Visual Basic 6.0, and HTML 4.0, which will allow this website component to be compatible with the following browsers and versions: Netscape Navigator/Communicator 4.7 and newer, Microsoft Internet Explorer 4.0 and newer, and AOL 4.0 and newer. The Customer recognizes that because of variations in software, programming languages, and technologies that it cannot be assumed that the site will be compatible with alternate servers, earlier versions of software, or technologies or versions of software which had not been released to the public at the time of this contract. Any change in: the hosting facility including to a facility running the same software as the original server, programming languages and versions as specified, server platform (or newer or older versions of the original platform), installed server software, or newer or older versions of installed server software; or other changes by the Customer to the above specifications may cause the site to require modifications, testing, or setup at additional expense to the Customer.

 

This estimate is based upon the Customer providing the materials needed to develop the site as follows: Text must be given to us already typed in any of the following formats: WordPerfect (.wpd), Microsoft Word or WordPad (.doc), ASCII text (.txt), or Rich Text Format (.rtf). Text can also be pasted into an email, but please note it will most likely lose its formatting. For files with a lot of bolding, underlining, italics, or tables, please use WordPerfect or Microsoft Word/WordPad formats.

 

Graphics, photos, and logos should be provided by the Customer digitally in any of the following formats: JPEG (.jpg), Photoshop (.psd), Tiff (.tif), or EPS (.eps) preferably in 24-bit color at high resolution and without compression. Photoshop files may include layers. Consultant can only work with positive photographs, slides, chromes, QuarkXpress documents (.qxd), PageMaker documents, and other non-approved formats at an extra cost as an option. Consultant is using a Windows PC, so all files must have the appropriate .??? or .???? extension. Materials may be provided on Macintosh or PC formatted 3.5" floppy disks, 100MB Zip disks, CD-ROMs, or Compact Flash cards.

Materials may also be sent as attached files to an email or FTP’ed to our anonymous FTP site. No file over 2 megabytes in size may be emailed.

 

f. No items, functions, or implementations which are not specifically detailed in the estimate (section 1d), including but not limited to artwork, animations, logo creation, Java, JavaScript, Shockwave, Flash, audio, video, movies, and other interactive elements, shall

 

 


 

be deemed part of the estimate. There will only be proposed a maximum of two designs as part of the estimate after which the Customer must decide between one of those two.

Such features and/or functions are to be proposed separately as an option and upon written approval by the Customer shall become part of this contract. This contract does not provide maintenance or upgrades. Accordingly, no additional fee will be charged to the Customer for such purposes unless the Customer details the changes or new functions and both of the parties approve in writing the new work as an option. Other than payment for such services which are specifically set forth in section 1d payable to the Consultant as part of this contract, Customer recognizes that there are or may be other fees associated with operating a Website, including but not limited to Website hosting, Website

statistics, visitor tracking, and domain name registration and renewal, which are not included in this contract and are to be paid by the Customer to third parties.

 

g. Customer has the responsibility of timely providing technical and other information and documentation as needed by the Consultant and to test the product provided and make written comments to the Consultant within reasonable time periods as indicated by Consultant. The failure to provide such timely written information, or test the product, or provide written comment on the tested produce within those time periods may cause a delay in the completion of the project both with regard to the completion date and possible interference with other contractual obligations of the Consultant. Upon reasonable written notice by the Consultant, and upon the failure of the Customer to comply with the requests for information, testing or comment period, the Consultant may deem the Customer to be in breach of the agreement, cancel the agreement with the Customer, retain the

monies already paid, and invoice for services rendered to date which shall be paid within ten days of receipt of the invoice; or the Consultant, at its option, may place the project on “hold,&


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