Exhibit 10.6
STRATFORD INTERNET TECHNOLOGIES INC.
AGREEMENT:
Made by the Client, in the Month of February on the day of 17 in the year of
1999 by Stratford Internet Technologies and between Bingo.Com (hereinafter
referred to as the "The Client" with its offices ADDRESS listed at the bottom of
this form) and Stratford Internet Technologies (hereinafter referred to as
"Stratford" with its Mailing address at 500-1168 Hamilton Street, Vancouver, BC
Canada V6B 2S2).
WHEREAS:
Stratford has been commissioned to create, maintain, upgrade and supply artwork,
computer files, and coding for The Client's existing, or soon to be existing,
website site at: www.bingo.corn.
Stratford has been contracted for the terms of 250,000 common shares of
Bingo.com (BIGG: OTC-BB) for the development of a portal community site which
includes a free e-mail and free website (user) system incorporated into the
Bingo.com domain.
Stratford will be responsible for development costs.
Bingo.com will be responsible for all costs of required software and hardware
related to website technologies and hosting issues (licenced 3rd party software
technologies and servers for e-commerce, hosting and e-mail).
WEBPAGE AND WEBSITE DEVELOPMENT:
The Client agrees and understands the limits of terms and conditions listed in
this contract. Below is a detailed outline of what is included with The Client's
new website. Any services or items created or supplied by Stratford for the
Client's website beyond the terms or limits listed in this contract, will be
billed to the Client at an hourly rate. Once the Client signs and sends in this
contract to Stratford Internet Technologies, there will be no changes or
modifications made to this contract. Stratford reserves the right to cancel or
terminate this contract in the event the Client breaches the terms listed
within.
FEES:
These fees apply to the maintenance, upgrading, creation, designing and
programming of the website as well as approved adaptations, revisions, and
changes made to it by Stratford Internet Technologies. Billing for all services
that are above and beyond the terms listed in this contract that are billed at
an hourly rate, shall be submitted to the Client by Stratford Internet
Technologies, at the end of each month. Final payment of the balance shall be
made within 30 days of submission (or by the terms outlined in the final invoice
of the overall order) of invoice as hereinabove set forth. Stratford shall be
entitled to reasonable legal fees in the event the services of an attorney are
necessary for collection. Cheques, Money Orders, and Wire Transfers must be made
out to Stratford Internet Technologies. Bank account and routing information is
available upon request. The Client will pay all appropriate taxes that would
apply, Provincial and Federal included. Stratford reserves the right to change
prices of additional custom coding, and graphics development at any time. All
prices and maintenance set forth in this agreement shall not be subject to
change for one year.
1) Authorization:
The Client is engaging Stratford, as an independent contractor for the specific
project of developing and/or improving a World Wide Web site to be installed on
The Client's server. The Client hereby authorizes Stratford to access this
account, and authorizes the Internet Service Provider to provide Stratford with
"write permission" for
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com
The Client's web page directory, cgi-bin directory, and any other directories or
programs which need to be accessed for this project. The Client also authorizes
Stratford to publicize their completed Web site to Web search engines, as well
as other Web directories and indexes,
2) Basic Maintenance:
The maintenance or upgrades will begin on the date that this agreement is
signed. Upgrades will be done on thirty (30) minute increments; All upgrades
that exceed the project outlines will be billed at $125.00 an hour in thirty
(30) minute increments. No other parties shall have the right to change or alter
The Client's Website other than Stratford Internet Technologies, or the owner(s)
of The Client. If The Client or an agent other than Stratford attempts updating
The Client's web pages, time to repair Web pages will be assessed at the hourly
rate, and is not included as part of the updating time.
3) Web page construction and Deposit:
Stratford shall design Client's Website with:
I) Free E-mail Service to Users and Members of Bingo.Com:
Ii) Free Web Page and Free (limited) server space on Bingo.com:
Iii) Custom Graphics and Interface Design:
Vi) Links:
V) Photos and other Graphics:
Vi) Setup and Installation: Installation of Web pages on the Client's ISP
host computer or server of their choice.
Vii) Email Responses: E-mail response link on each Web page to any e-mail
address that the Client designates.
Viii)Forms: Feedback or guestbook form (Basic CGI program included.
Includes up to 20 fields. Extra charges may be incurred if the
Client's Internet Service Provider does not use a Unix operating
system.
4) Consultant's warranties:
Stratford represents as follows:
i) That Stratford will create and use Artwork, Clipart, Programming and
website pages other than the Client's logo and except for artwork and
coding supplied by the Client;
ii) That Stratford has the full and unrestricted right to make this
agreement;
iii) That the artwork will not infringe upon any statutory copyright;
iv) That it contains no matter contrary to the law;
v) That Stratford has the right to use the likeness of all the persons
depicted in the artwork where Stratford has supplied the likeness;
vi) That Stratford will indemnify the Client and hold the Client harmless
from any and all claims arising therefrom, including legal fees;
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com
5) The Client Warranties:
The Client represents as follows:
i) That all artwork, design, logos, likeness, or photos of persons as
supplied by the Client are with proper permission;
ii) That any artwork supplied by the Client does not infringe on any
statutory right;
iii) That the Client will indemnify and hold harmless Stratford from any
and all claims arising therefrom, including legal fees.
Related Development and Maintenance Issues and Standard Terms
i) Changes to, and Submitting Text:
Time required to make substantive changes to client-submitted text after the Web
pages have been constructed will be additional fees, billed at the hourly rate
and is not part of the maintenance terms. All text that is to be placed onto the
The Client's Web Pages must be submitted to Stratford on floppy disk, Zip Disk,
CD-Rom or, Emailed to Stratford, or made available to Stratford by means of the
internet or world wide web. All text that is in need of actual retyping by
Strafford will be billed at $75.00 an hour. Large text areas (1,200 words or
more) for web pages that need a considerable amount of formatting is billed at
an hourly rate of $100.00(hr) and is not part of any maintenance plan.
i) Changes to Graphics and Images:
All images and graphics that are to be placed on or changed on the Client's web
pages must be submitted to Stratford on floppy disk, Zip Disk, CD-Rom or,
Emailed to Stratford, or made available to Stratford by means of the internet or
world wide web. All images and graphics to be used on the Client's web pages
must be in either a *.jpg or *.gif format Any image or graphic that needs to be
reformatted or resized or altered in any way to fit on the Client's web pages,
will be billed at an hourly rate of $150.00. Stratford can and will add standard
clipart or icons from its collection at the Clients request. However, this does
not mean that Stratford will create a custom graphic or reformatt graphics
without additional changes. These changes and creations of graphics are not part
of the development and maintenance terms, and are billed at an hourly rate.
ii) Sounds or Music:
All sound and music to be used on the Client's website must be submitted to
Stratford Internet Technologies in the appropriate format to be used on the
Client's web pages. Any changes, reformatting or converting of a sound or music
file, by Stratford will be billed at an hourly rate of $150.00. (e.g. a *.wav
file needs to be changed to a *.au file.).
All Sound and music files must be submitted to Stratford by the Client on floppy
disk, Zip Disk, CD-Rom or, Emailed to Stratford, or made available to Stratford
by means of the Internet or World Wide Web.
iii) Plug-ins:
All plug-ins that the Client wishes to use for their webpages are included in
this development and maintenance contract, provided that the support files and
the plug-in are made available. (This would include giving Stratford the
manufacturer URL's to download the plug-ins or the Client suppling it to
Stratford. All additional manufacturer fees would be billed to the Client). Any
changes to the files or support files for the plug-ins must be submitted to
Stratford by the Client on floppy disk, Zip Disk, CD-Rom, Emailed to Stratford
Internet Technologies, or made available to Stratford by means of the internet
or world wide web. Any additional coding
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com
or upgrading to the plug-ins that requires reformatting, new coding, or the
creation of files will be billed at an hourly rate of $150.00. If plug-ins are
to be upgraded due to a newer version issued by the manufacturer, and no
additional changes by Stratford are required, there will be no additional
charges for the upgrade.
NOTE: This does not include, reconfiguring servers, setting up mime type on the
server, or an extended installation that requires a reformatting of the user end
files or recoding of the web page.
Plug-in NOTE: Setting up and maintaining plug-ins, can be very easy or very
difficult, depending on the plug-in in question and servers being used. Most
plug-ins are easy to maintain and upgrade and Stratford would not charge for
most changes. However, Stratford reserves the right to charge an hourly rate for
updating and maintaining plug-ins on Client's web pages and Website, at
Stratford Internet Technologies's own discretion.
iv) Custom or Advance Coding:
Stratford will maintain any custom coding or custom scripts that the Client's
supplies for their webpages or Website. This would include, but is not limited
to Java Script, CG1 Scripts, or advance HTML coding (DHTML, CSS, or Style
Sheets.). If the Client supplies the scripts to Stratford, then it is assumed
that these scripts and codes are ready to be setup, installed and will run
properly on the Client's webpages or Website. If Stratford has to remove the
script to get the Client's webpages working, recode them, or requires
reformatting of the webpage, the Client will be billed an hourly rate of
$150.00. If Stratford has to recode any existing script or supply new scripts
for the Client's web page, the Client will be billed an hourly rate of $150.00.
If Stratford supplies the scripts, there will be a fee of $150.00 an hour for
developing and setting them up on the Clients Web pages. Once the scripts are up
and running on the Client's web pages, there will be no additional charges to
maintain them on the Client's web pages, provided that there are no additional
changes to be made to the scripts.
v) Advertising and Search Engines:
Upon payment of all fees herein, the Client shall have the nonexclusive right to
reproduce the completed artwork as interior illustrations, appear on
merchandise, in the form a jacket of any packaging or software, on any book or
manual thereof which may print or publish for the packaging and instruction of
the merchandise which it sells or distributes for the life of this contract.
Stratford does not take responsibility for the placement of the Client's
webpages or website by selected Internet search engines. Stratford shall have
the right to add the Client's Website or webpages to its link section on the
Stratford Website, and to show any or all parts of the Client's Website as an
example of Stratford Internet Technologies' work, whether by directing people to
the Client's webpages or Website, or by showing the Client's Website on remote
computers or in Stratford's portfolio. Stratford reserves the right to place an
icon and link on the clients web site intending to redirect all visitors back to
the Stratford Website, on all webpages and websites that it creates and
maintains for the Client.
The Client shall have the right to show its Website or webpages to the public on
the World Wide Web, or Internet.
The Client shall also have the right to print the Website and use its likeness
in any print, video, software or multimedia marketing, provided that the client
does not make any changes or modifications to Stratford work. The Client shall
notify Stratford of any mass distribution of the likeness of its Website or
webpages that Stratford has created or modified.
vi) Additions:
The Client will receive at no extra charge, changes to text or graphics on their
Website for the duration of this contract (within the limits stated in the
contract), with all terms and conditions applying from the date of signing of
this contract, provided that the Client provides the text or graphics to
Stratford. All other changes to graphics,
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com
text, coding & styles on the Client Website will be billed at $150.00 an hour,
in thirty (30) minute increments. The addition of any custom created graphics,
and images by Stratford, will be billed at an hourly rate of $150.00.
vii) Uploading and Installation:
Stratford will upload and install the changes to all of the Client's web pages
and Website on the Client' s server (Server fees and costs are not included with
fix rates).
viii) Non-disclosure and Security:
Stratford takes the privacy and security of its customers and it self very
seriously. The Client shall maintain all information obtained by Stratford in
the strictest confidences. Stratford shall not disclose or reveal any
information obtained from the client to any individual or other entity for the
life of this contract or until it has been released to the public by the Client.
All passwords, high security issues, ways of operation, business practices and
corporate secrets of the Client, shared with Stratford, shall remain in the
highest confidence and will not be reveled or given out by Stratford. The Client
shall also hold all information obtained from Stratford in the highest
confidence.
All business secrets, passwords, and high security issues, obtained by the
Client about the way Stratford operates shall not be given out or revealed to
anyone. Violation of these security issues can result in the penalty of the law.
ix) Copyrights and Ownership:
Any image, graphics, sound, music, custom coding or scripts, text and any other
material supplied by the Client to Stratford, will remain the property of its
owner, be it Client or a 3rd party. Stratford assumes, that any items or
materials supplied by the Client, for it's web pages or Website, are legally and
lawfully obtained by the Client. The Client shall assume all the legal rights
and responsibilities of obtaining any materials that it supplies to Stratford
for it's webpages. The Client shall be held responsible for any unlawfully
obtain ad materials and related fees, it supplies to Stratford for it's
webpages. This would include, but is not limited to, legal fees, court fees,
lawyer fees, copyright violation fees, and all fees that would apply from a
copyright infringement lawsuit. Stratford shall not reuse or modify any image,
graphics, sound, music, custom coding or scripts, text and any other material
supplied by the Client, for any other webpage or Website that Stratford works
on, without approval from the client.
Any image, graphics, sound, music, custom coding or scripts, text and any other
material supplied by Stratford shall remain the property of Stratford Internet
Technologies. Stratford shall give the right to the Client, to have any of its
copyright material used for the Client's web pages or Website for the length of
this contract. If this contract expires and the Client does not retain Stratford
to remain as their Website maintenance company. Stratford has the right to
remove all and any, image, graphics, sound, music, custom coding or scripts,
text and any other material that was supplied by Stratford during the length of
this contract. Stratford shall assume all rights and legal copyrights of any
items supplied to the Client. Stratford reserves the right to use the same
images, likeness of, or modified versions of any image, graphics, sound, music,
custom coding or scripts, text and any other material supplied by Stratford for
any other webpage or Website that Stratford is working or will work on. All
Stratford logo's, designs, images, and trademarks are copyright Stratford
Internet Technologies.
x) ISP and Server Charges:
The Client understands and realizes that this contract does not provide ISP
(Internet Service Provider) services or a Web Hosting server. That the Client
must obtain their own Internet connection and secure it's own web space on a Web
Server. That the charges for an ISP and Web Server are not included in the
prices listed here for web development. The Client will also provide Stratford
the location of the ISP or web Server that will be used for the maintenance of
it's Website or web pages. By providing, any passwords, codes, URLs,
directories, FTP addresses, user names or any other information that is directly
involved or needed for Stratford to perform it's obligations to the Client. The
Client or Stratford shall also inform the Client's ISP or web Host of the fact
that Stratford is
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com
maintaining the Client's Website or web pages, and that the ISP shall allow
Stratford to work on and make changes on their servers or computers as needed.
xi) Understanding of Contract and Terms:
The Client understands and agrees with these terms that are listed. The Client,
by hiring Stratford and going into this agreement, acknowledges that he/she has
read this contract and will be bound to the terms of it. The Client acknowledges
that Stratford has the right to make this contract, and to terminate it if the
terms here as above are broken by the Client. Stratford will not give refunds or
exchanges for any terminated or canceled contracts. If the contract is
terminated for any reason, the Client shall be billed for work not yet paid for,
that was completed by Stratford.
xii) Headings:
Headings used in the agreement are for convenience only and shall not be used to
interpret or construe its provisions.
xiii) Notices:
All notices or other documents under this agreement shall be in writing and
delivered personally or fax received, or mailed by certified mail, postage
prepaid, addressed to Stratford and the Client at their last known addresses.
Any extras that are added on by the Client, will be billed by either an hourly
or page rate. All additions must be approved before, by the Client and submitted
to Stratford in writing and delivered personally or fax received, or mailed by
certified mail, postage prepaid, addressed to Stratford Internet Technologies.
xiv) Expenses:
Stratford reserves the right to charge the Client all and any additional fees or
expenses which might occur from the creation, maintenance or development of the
Client's website or web pages. In which Stratford incurs a cost or bill from an
outside agency, organization, company or any other entity. This would include,
but is not limited to: Travel Expenses, Long Distance Phone Calls, Obtaining
specific Programs or Plug-ins, Creating and producing all Printed materials
(such as; brochures, manuals, posters, etc....), Hiring outside contractors,
Obtaining Specific hardware or computer equipment, Obtaining specific licenses
or copyrights, Obtaining specific equipment, All reproduction cost of the
Client's website or webpages (such as; Reproducing on floppy disks, Zip disks,
CD-Roms, or any other portable computer medium.), Obtaining an ISP, Server or
Web Space for the Client. Stratford shall inform the Client before beginning any
development or obtaining any services, equipment or software, that would require
the need of an added Expense or Fee to the Client.
7) Stratford Billing and Payment Terms and Incentives
i) Payment and Billing Terms:
All orders and maintenance contracts must be accompanied by(a deposit of) at
least 50% of the overall cost of the order when submitted. All extra maintenance
and additions that are billed at an hourly rate shall be billed to the Client at
the end of each month. All invoices must be paid within thirty days (30) of
invoice date. All maintenance fees must be paid at least thirty days (30) before
termination of the maintenance contract.
All delinquent accounts will be assessed a $25 charge if payment is not received
within 30 days of the invoice date. If an account remains delinquent 31 days
after its invoice date, an additional 5% penalty will be added for each month of
the delinquency. Stratford reserves the right to remove or make unattainable any
webpage or Website or portion of the work, of a delinquent account until full
payment is received. (A setup and installation fee of $100.00 will apply for
restoring the Client's website and $25.00 per web page to be viewed on the Web
or Intenet or an in-house Intranet)
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com
Between: Stratford Internet Technologies Inc.
500-1168 Hamilton Street
Vancouver, B.C.
V613 2S2
And: Bingo.Com
702-543 Granville
Vancouver, B.C.
V6C I X8
Darren Little
President, Bingo.Com
Per: ------------------------------- witness --------------------------
Robert Craig
President, Stratford Internet Technologies, Inc.
Per: ------------------------------- witness --------------------------
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com
Between: Stratford Internet Technologies Inc.
500-1168 Hamilton Street
Vancouver, B.C.
V613 2S2
And: Bingo.Com
702-543 Granville
Vancouver, B.C.
V6C I X8
Darren Little
President, Bingo.Com
Per: ------------------------------- witness --------------------------
Robert Craig
President, Stratford Internet Technologies, Inc.
Per: ------------------------------- witness --------------------------
Stratford Internet Technologies Inc. o Suite 500 - 1168 Hamilton Street
Vancouver, BC V6B 2S2 o Phone: 604-683-0250 o Fax: 604-683-7570
www.stratfordinternet.com