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,&
