EXHIBIT 6.1
XXXXXXX.XXX INTERNET JEWELRY STORE,
STOREFRONT AND BACK END DEVELOPMENT CONTRACT
between:
DENMANS JEWELRY (USA) , INC. A US BASED CORPORATION ( DENMANS )
and
WEBCAST SYSTEMS INC.
XXXXX 000, 000 XXXX XXXXXXXX XXXXXX,
XXXXXXXXX, XXXXXXX XXXXXXXX, XXXXXX
("Webcast")
WHEREAS DENMANS desires to contract Webcast to implement an online storefront
and back end as described with the ultimate goal of becoming the largest single
point of access for online jewelery products. DENMANS is to be able to enter
their own products, product categories, and product attributes, plus add
additional menu items relating to specialty editorial content.
AND WHEREAS the site is to be easily navigatable with special attention to
simplicity with which products can be located, viewed, and ordered. As conveyed
by DENMANS, the logistics of tying together backend supplier fulfillment into
seamless automated processes are not a priority for this Phase 1.
NOW THEREFORE, in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:
1. WEBCAST WILL PROVIDE THE FOLLOWING PHASE 1 DEVELOPMENT ACTIVITIES:
1.1. Development management assistance
1.2. Finalization of menu structure and site specifications 1.3. Liaison
with artists for cosmetic detailing and screen parameters 1.4. Main menu
interface development and integration 1.5. Subcategory display pages and
content entry templates 1.6. Product database and SKU entry, editing, and
administration area 1.7. Search mechanism, based on product category and
SKU field parameters 1.8. Customer order status administration area 1.9.
DENMANS / Customer communications Email area
1.9.1.Development of Store structure, including;
1.9.2.Standardized product thumbnail, listing, and display directory
templates 1.9.3.Thumbnail zoom-ins and spec page print outs
0.0.0.Xxxxxx shopping cart, with tally and customer order email
verification 1.9.5.Hooks for credit card transactions - Visa,
Mastercard, American Express
Cost - Subtotal $45,000.
2. SOFTWARE SITE LICENSES - Estimated; Microsoft NT, MS Sequel, MS Commerce Site
Server
Subtotal ( estimated ) $15,000.
3. BACK-END CREDIT CARD VERIFICATIONS, TRANSACTIONS, AND MERCHANT NUMBER SETUP
WEBCAST WILL UNDERTAKE AND ASSIST IN ALL LOGISTICS RELATING TO THE SETUP
AND OPERATION OF THE DENMANS CREDIT CARD VERIFICATION AND TRANSACTIONS.
THIS WILL ALSO INCLUDE ORGANIZING MERCHANT NUMBERS, BANK RELATIONSHIPS, AND
ASSISTANCE IN HELPING DENMANS TO COMPLY WITH ALL NECESSARY US AND CANADIAN
E-COMMMERCE AND CORPORATE REGULATIONS.
Subtotal $10,000.
4. HARDWARE SETUP CONFIGURATION, DESCRIPTION, AND HOSTING PARAMETERS
Webcast System's Enterprise Management Server Platform ( EMSP ) provides
full dual redundancy of operation and complete scalable system
architecture. The phase 1 system configuration will handle thousands of
customers per day and can be scaled to extended server configurations
handling millions of visitors a day without interruption of services.
The EMSP architecture uses accepted industry standards and is not dependant
upon any certain manufacture's hardware or software technology to
accomplish this goal.
INCLUDES:
LOAD BALANCED WEB APPLICATION SERVERS: Windows NT Server Enterprise Edition
running Microsoft Internet Information Server
CLUSTERED SQL SERVERS: Windows NT Server Enterprise Edition running Microsoft
SQL database and attached via SCSI to RAID.
CLUSTERED RAID FILE SERVER (storage array will be converted to a fiber channel
storage solution in 2000)
Cost of hardware server setup and infrastructure allocation as outlined
above, including; dual redundancy configuration, load balance
configuration, Internet IP address setups, and corporate email accounts.
Costs may increase as servers, storage, and transactional bandwidths are
scaled up due to increased demand and business success.
Cost Subtotal $25,000.
4. SERVER MAINTENANCE AND HOSTING
4.1. Webcast shall supply 24 hour technical support to DENMANS. The
following single access toll free emergency numbers will be available
DENMANS; in the Vancouver local area 686 5343, North American Wide - 1
000 000 0000. DENMANS will be responsible for its own customer
support.
4.2. Webcast shall make all reasonable efforts to repair and correct any
problems arising under Webcast's areas of responsibility that may
arise from time to time which would cause it to be unable to perform
its' obligations under this Agreement.
4.3. Webcast shall maintain the Hardware and pay all costs for maintaining
and/or upgrading the Hardware and the Hardware shall, at all times,
remain the property of Webcast.
4.4. Webcast shall supply the office space required to house the Hardware
at no cost to DENMANS.
4.5. Webcast shall notify DENMANS of any problems that may arise from time
to time and shall keep DENMANS apprised of any efforts undertaken to
rectify the problem.
4.6. Hosting based on site configuration of 100 GB bandwidth usage per
month and 40GB storage, with continuous 7 X 24 Webcast server
management and maintenance based on minimum 6 month commitment,
starting September 1999. $3000. / Month
Additional bandwidth is charged at $250. per 20 GB per month. Costs may
increase as servers, storage, and transactional bandwidths are scaled
up due to increased demand and business success.
5. INDEMNIFICATION
DENMANS acknowledges and agrees that neither Webcast nor any of its
members, shareholders, directors, officers, employees or representatives
(the "Indemnified Parties") will be liable to DENMANS or any of DENMANS'
customers for any special, indirect, consequential, punitive or exemplary
damages, or damages for loss of profits or savings, in connection with this
Agreement, the services or the Hardware or any other information, material
or services provided by Webcast to DENMANS under this Agreement.
6. DISRUPTIONS
DENMANS acknowledges that from time to time, as a result of Hardware
failure, supplier failures, or acts of god, the services provided under
this Agreement by Webcast can be temporarily disrupted. DENMANS
acknowledges and agrees that neither Webcast nor any of its members,
shareholders, directors, officers, employees or representatives will be
liable to DENMANS or any of DENMANS' customers for any specific, indirect,
consequential, punitive or exemplary damages, or damages for loss of
profits or savings, in connection with these temporary disruptions.
7. DEVELOPMENT SCHEDULE -
o Project Begins - July 12, 1999
o Beta Site Release - Aug. 27, 1999
o Launch Date - Sept 12, 1999
8. COST SUMMARY ( cdn funds )
Site Structure Setup, Programming, Customizations $45,000.
Hardware Setup and Configurations $25,000.
Credit Card Transactions and Merchant Accounts - Setup $10,000.
MS Licenses - NT, Sequel, Site Server ( estimated ) $15,000.
--------
Total $95,000.
( Applicable taxes will be applied later if DENMANS is a Canadian based
company )
Payment Schedule:
Down payment to start $42,500.
Upon beta release $26,250.
Upon Launch $26,250.
9. UNDEFINED WORK ASPECTS (not included in above costs )
o The conversion and entry of product information, images, and editorial
content.
o Artist design work or specialty cosmetic customizations
o Integration of automated fulfillment supplier order systems.
o Hosting and hardware expansion based on growth volumes.
Additional work quoted and billed at programmer time of $95/hr
10. TERM AND TERMINATION
10.1.DENMANS may terminate this Agreement at any time upon five days notice
if Webcast becomes bankrupt or insolvent or ceases carrying on
business for any reason.
10.2.DENMANS may terminate this Agreement at any time upon 30 days notice
if Webcast is materially in breach of this Agreement for more than 30
days.
10.3.Webcast may terminate this Agreement at any time upon 5 days notice if
DENMANS becomes bankrupt or insolvent or ceases carrying on business
for any reason.
10.4.Webcast may terminate this Agreement at any time upon 30 days notice
if DENMANS is more than 30 days in arrears in paying any material
monthly fees due and owing to Webcast.
IN WITNESS WHEREOF the parties have executed this Agreement on the 23 day of
July, 1999.
Per: Webcast Systems Inc.
/s/ "Xxxx Xxxxxx" Date "July 23, 1999"
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Xxxx Xxxxxx / President
Per: DENMANS Jewelry (USA) Inc.
/s/ "Xxxxxxx X. Xxxxx" Date "July 23, 1999"
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Xxxxxxx X. Xxxxx/ Corporate Counsel,
Secretary & Director
