Services Provided
Client is contracting Counterspace Technologies, Inc, the "Provider" to provide website maintenance services. This includes but is not limited to: reviewing and implementing software updates for platforms, plug-ins, and third party integrations: security inspections; Counterspace will act in accordance with findings including removing SPAM, reporting invalid I.P. addresses associated with SPAM and the like; Counterspace will perform routine testing for browser compatibility; Counterspace will monitor server performance and act accordingly; Counterspace will perform necessary modifications to scrips, templates, applications and databases; Counterspace will inform client of all services rendered at appropriate intervals throughout the month.
Services Excluded
This agreement does not include website redesign, custom images or artwork, custom script design, hosting fees, e-commerce related services or fees, SSL certificates costs, domain name registration and services provided by any 3rd party. These items are available to be quotes on an individual basis.
Additional Charges
Client is responsible for license fees for any 3rd party images, programs or scrips. Client can pay for these items directly or, with Client approval, Provider can license them and bill the cost + 10% for managing the transaction.
Billing & Payments
All invoices are due net 30. Payment is non-refundable. Any non-prepaid maintenance time charged will be billed monthly. Recurring plans will be invoiced monthly and are due upon presentation. Customers with a credit card on file agree to have invoices paid via that credit card, unless otherwise agreed upon in advance.
Overdue invoices not received within 30 days of submission will be assessed $15 or 5% of the total amount due, whichever is greater, If an amount remains delinquent, an additional late fee of $15 or 5% of the total amount due, whichever is greater, will be added for each month of delinquency.
Indemnification
Client agrees that it shall indemnify, save and hold Provider harmless from any and all demands, liabilities, losses, costs and claims, ("Liabilities") asserted against Provider, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns. Client agrees to indemnify and hold harmless Provider against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with Provider’s service, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product which Client has sold in the Web Design.
Limited Liability
Provider does not warrant that the Client website will meet the Client requirements or that the operation of the website will be uninterrupted or error-free. The entire risk as to the quality and performance of the website is with Client. In no event will Provider be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website, even if Provider has been advised of the possibility of such damages. In any event liability shall be limited to amount paid for service.
Sole Agreement
This agreement constitutes the sole agreement between ‘Provider’ and ‘Client’. Any additional work not specified in this agreement must be authorized by a written change order.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless the Provider and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.
Laws Affecting Electronic Commerce
Provider does not provide Hosting services. The Client is responsible for choosing, paying for, and maintaining accounts for any required Hosting solutions and associated services. Provider is not responsible for down time, poor performance, or loss of data caused by the Hosting Provider. Additionally, Provider is not responsible for any bug caused by changes on the Host, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.
