Case 1:13-cv-00745-BMC Document 45-1 Filed 12/02/13 Page 1 of 4 PageID #: 496

800 E 17 St. Brooklyn NY 11230 718-434-2143 v 646.349.1055 f www.lookitdesign.com

th

WEB DEVELOPMENT AGREEMENT

WATERMARKING SYSTEM For Mobile Methodology, LLC and Tal Etshtien

DESCRIPTION OF PROJECT AND PROCESS 1. Zenova Corp. (dba Lookit Design), referred to here as "Development Firm", will plan, design and set up hosting for a web site for the individual and corporation named above, referred to in this document as "Client", to the specifications in the attached document WEB DEVELOPMENT SPECIFICATIONS WATERMARKING SYSTEM 7-10-10 (referred to here as the Web Development Specifications). The estimate included here covers only that which is described in the Web Development Specifications and the Web Development Agreement. Additional work will result in additional charges. Additional work is defined as the addition of pages, development code, database programming, graphics, or other significant features, any graphic, page design, or actual page requiring more than two rounds of revisions, revisions to text content provided ready for publication, changes to elements which have been finalized, or significant changes in plan, scope, or direction of project. In this case, Client will be provided with a written CHANGE ORDER including an estimate for the additional work. The process of creating the development of the functionality of the site consists of Development Firm providing a draft of features to Client in the form of Wireframes, and asking for feedback; feedback is then used to produce a final working document detailing the functionality of the system. This estimate assumes that 2 rounds of this process for the functionality design of the site will suffice. A round consists of a full document revision and review, as agreed to by both parties. The Client can add items to the review process by email at any time between rounds and that will not count as one of the two rounds. The process for the creation of visuals, such as graphics and page designs, consists of Development Firm providing drafts and asking for feedback from Client; the feedback is then used to produce another draft. This estimate assumes that 2 rounds of this process for each design element will suffice. Development Firm will provide a Project Manager for the services provided by Development Firm. The Project Manager will create a schedule of milestones and will provide the Client with summary progress via email. Text and other content will be provided by Client as final drafts ready for publication and in digital form. Graphic content will be provided by Client in an orderly manner and clearly labeled as to desired use on site. All content may be provided via email, or as attachments to email. Development Firm will provide technical services to develop the specifications for the web server. Development Firm will also setup and test the web server for Client. This includes managing the DNS, procuring and installing an SSL certificate on behalf of the Client, procuring and setting up the payment processor for the Client. Setting up

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the MySQL database at the hosting company. Development Firm will provide technical support and maintenance on the web and database servers for Client. 8. To maintain our portfolio credentials Development Firm shall be entitled to place an unobtrusive credit with a hypertext link ("Web Site Design by") in the footer on each page of the web site. Development Firm is also entitled to reproduce samples of Clients web site in our portfolio and in any marketing materials. Development Firm may use qualified subcontractors for any work on this project.

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ESTIMATE AND PAYMENT ARRANGEMENTS 10. Development Firm estimates that the cost for producing the site described in the attached Website Specifications will be $5,500. Hosting support and maintenance is billed at $125 per hour in hour increments. Development Firm estimates the cost of development services to modify code, portions of web pages, or create new web pages and development code is $125 per hour. Development Firm will submit a Change Order for services requiring more than 4 hours of work; Client will provide written approval before work begins on a Change Order. Development Firm will invoice Client for payments as follows: A deposit of 30% of estimated total, $1,925 is due with the signing of the Agreement. A second payment of 30% of the estimated total (adjusted for changes in estimate if necessary), $1,375 is due when the web development project has been completed to function according to the web development specifications. The balance due (adjusted for changes in estimate, if necessary) will be made in 4 equal monthly installments. The first installment will be due 30 days after the invoice date of the Second Payment. Each installment payment will include a 1% interest charge. Client may elect to pay the full balance due at any time, in which case no interest charge will apply. Development Firm will invoice Client for development work upon completion of each development task. Payment for development services will be due upon receipt of invoice. Client will provide Development Firm with authorization to use a credit or debit card for the purchase of SSL Certificate (estimated at $100 - $150 per year), payment processor fees (if applicable), and any applicable hosting fees, which will be billed directly to Clients credit card. 14. In the event of the cancellation of this assignment by Client, Development Firm will invoice Client for the greater of either: (1) all work completed up to the date of notification, based upon the percentage of the project finished, including expenses; or (2) 20% of the agreed-upon estimate plus expenses, and this contract shall be considered fulfilled by Development Firm. All incomplete work will remain the
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property of Development Firm. All payments already made will first be applied to these charges.

OTHER LEGAL AGREEMENTS 15. Development Firm will maintain the confidentiality of Clients source materials, technical and marketing plans and all other sensitive information. Development Firm and Client agree that any dispute arising out of this Agreement shall first be resolved by mediation, if possible. This contract was entered into in Kings County, New York and any necessary arbitration or litigation will take place in this county. Development Firm is producing this project as works for hire for Client. Upon full payment of all invoices due, copyright and all rights to page designs, web development source code, and graphic source files produced by Design and Development Firm for Client shall belong to Client. All source materials will be transferred to Client via CD computer media. Secondary materials created by Development Firm during production, including drafts, plans, graphic source files, and templates, remain the sole property of Design and Development Firm unless other arrangements are made. For as long as payments to Development Firm are made within terms, Client may display Copyright on website. Client is solely responsible for the editorial content of the material included on its website. Accordingly, Client agrees that it will defend and indemnify (hold harmless) Development Firm from any suit, demand, or claim resulting from the editorial content of the website. Client represents to Development Firm and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Development Firm for inclusion in Clients web site are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Development Firm and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. Development Firm will set up web hosting for Client with a professional hosting company known to be reliable. However, Development Firm makes no guarantees as to minimum "uptime", nor shall Development Firm be held responsible for any direct, indirect, special or consequential damages resulting from possible lapses in hosting services. Such possible damages include any lost profits or business interruption or loss of digital data. Client agrees that it shall not hold Development Firm or its agents or employees liable for any incidental or consequential damages which arise from Development Firms failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Development Firm or a third party. Development Firm will not be liable to Client or to any third party for any damages arising from the use of web site. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

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To be valid, this Agreement must be signed within 30 days of the date signed by Developer, and be accompanied by an initial deposit (as specified in the Payment Arrangements, above). This Agreement constitutes the entire agreement between the parties concerning this Agreement and any subject matter herein, and may not be amended, modified, or waived except in writing signed by the parties. This Agreement may have attachments consisting of one or more initialed and dated CHANGE ORDERS, whose terms shall become part of this contract. This Agreement shall inure only to the benefit of the parties hereto and their successors and permitted assigns, and may not be assigned by either party without the other partys prior written consent. This Agreement incorporates the entire understanding of the parties and supersedes all previous oral and/or written agreements relating to the subject matter hereof, should they exist. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict-of-laws principles. This Agreement may be signed in multiple counterparts, each of which taken together shall constitute one and the same instrument. Facsimile signatures shall have the effect of delivered originals.

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Our signatures below indicate our agreement with the terms of this contract.

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President, Zenova Corp. ______________________ Title

July 10, 2010 _______________ Date

___________________________________

______________________ Title

_______________ Date

ATTACHMENTS FOR THIS AGREEMENT: 1. Web Development Specifications 7/10/10

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