Counterspace shall provide Basic Services for the Project consisting of consultation, research,design, checking quality of implementation, and coordination of the project and its execution. In connection with performing Basic Services, Counterspace shall prepare and present materials to the Client that demonstrate or describe Counterspace’s intentions and shall prepare various materials, such as artwork, and specifications, to enable the design to be implemented. Counterspace considers project timelines supplied to the client to be strict and will use all best efforts to comply with them. Project delays outside of the control of Counterspace caused by the client will affect the timelines specified in the project scope documents supplied by Counterspace.
In addition to the Basic Services described above, Counterspace’s fee may also include the provision of certain specialized Supplementary Services. Such Supplementary Services might include: Creative services including copy development, animation, writing, editing, photography, and illustration. Production services including typesetting and proofreading. Preparation of special presentation materials including detailed renderings, mockups, and slide presentations. If any of these other services are required, but are not to be provided by Counterspace as Supplementary Services, they will be coordinated by Counterspace, provided by others, and billed to the Client as reimbursable expenses. All such Supplementary Services shall be pre-approved in writing by the client.
(a) Counterspace hereby represents, warrants and covenants to Client that Counterspace will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Counterspace further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Counterspace and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Counterspace, Counterspace shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Counterspace to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Counterspace’s knowledge, the Final Art provided by Counterspace and Counterspace’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Counterspace shall be void.
All payments are due within 15 days of billing. Counterspace reserves the right to freeze all work until accounts are settled. Payments will be made via ACH Payment or Check.
Counterspace will provide a Finished Product(s) to the Client in the form of source, rendered and asset files. These files become the exclusive property of the Client upon acceptance of delivery, however these files are partially based on a non-exclusive code base created and maintained by Counterspace and in some cases existing code was used to help create the deliverables. Such code and other underlying technologies do NOT become the property of the Client, only the Finished Product(s). In addition, the Finished Product(s) may depend on code, objects (COMs), and other third party utilities that are the property of their respective owners. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets.
Counterspace will require one point of contact during the Contract for clarifying requirements for design, key features, usability and maintenance issues. Counterspace requires this person be available to answer questions arising from the project within 24 hrs on workdays (subject to reasonable exceptions), and to have authority to make design and related decisions on the system.
Counterspace will manage this project using basecamp project tracking software. The Client’s Point of Contact, stakeholders, and collaborators will all have appropriate access to the project and all associated assets. This system will serve as a primary mode of communication, documentation, and reporting. Any approval marked within the system by the Point of Contact will be considered official written approval.
In the event that an independent contractor is required for specialized work or services during the project, Counterspace retains the rights to subcontract any portion of the Contract.
Counterspace is a small flexible team which has the benefit of rapid scalability and a diverse set of services. Due to the nature of the business model, Counterspace, for the duration of this
Contract Counterspace will make every effort to reply to inquiries within a maximum of 24 hours except where The Client has been previously notified of a period of limited availability. Counterspace will respond in good faith but cannot guarantee any specific action within a given time frame.
In the event that any aspect of this Contract is dependent on a separate third party or the Client’s in house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required timelines and/or level of quality. Counterspace is not responsible for any delay or defect caused by separate third party or the Client’s in house teams.
Counterspace does not provide Hosting services beyond temporary internal development environments. The Client is responsible for choosing, paying for, and maintaining any required Hosting solutions and associated services. As a courtesy, Counterspace may offer suggestions, however, Counterspace is NOT responsible for down time, poor performance, or loss of data caused by the Hosting Provider. Additionally, Counterspace is not responsible for any bug caused by changes on the Host after the Acceptance of this Contract, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.
Counterspace maintains internal backups of active project code and design files. This backup system is not intended as a solution for The Client, rather as a code archive through the duration of this Contract. While the Counterspace backup system is fully redundant, it is not guaranteed and does not support any content produced by the Client. The Client is solely responsible for the Backup and Restoration of the Finished Product(s) and any associated data.
Security
Although Counterspace makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Counterspace can in no way guaranty that the Finished Product(s) will not be subject security breaches. Counterspace recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates. Any updates during the life of or after the expiration of the Contract can be negotiated as an addendum to this Contract or as an additional Contract.
The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by the Client of the output of the Software or any reliance thereon; and (c) obtaining the required licenses and respect copyright for any and all third party assets including but not limited to fonts, media, and software. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third party software used with the Finished Product(s), and shall comply with all operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers. The Client agrees that any liability of Counterspace relating to this agreement and the services performed shall be limited to the amount of fees actually received by Counterspace, from the Client under this agreement regarding the services in question. In no event shall Counterspace be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if the Client is told that any such damages may occur.
Counterspace will provide patches and bug fixes for any bugs or issues included in the scope of this contract reported within the grace period of no more than 60 days following the date of project completion as defined by the date the client signs off on the deliverables. All bug fixes outside of the project scope or after the grace period are the responsibility of the client or
subject to being billed out of scope. Hourly projects are NOT subject to warranty. Design and the placement, editing and arrangement of editorial content are NOT subject to warranty. Should further support be necessary, a support contract may be negotiated.
Counterspace retains the right to use the Client within it’s roster of clients. A link to the The Client website/application website may be placed on the Counterspace web site as part of its business portfolio.
This Contract is valid for the calendar year of in which it was signed, upon which point it expires. Upon expiration, both parties may review and amend the Contract and decide whether or not to renew. This Contract may be terminated by either party with a full 30 day written notice. All payments will be due and all work will be submitted upon the termination of Contract.