CounterTEN Professional Services Addendum

Last Updated: 03/14/2024

Professional Services Provisions

1. In addition to the Terms of Service found at https://www.counterten.com/terms/, the below terms govern CounterTEN’s provision of Professional Services to any third party (“Customer”) in connection with a Scope of Work issued by CounterTEN and agreed to by the Customer.  Capitalized terms used herein which are not defined shall have the meanings set forth in the Terms of Use.

Description of Professional Services

2. CounterTEN will provide the Professional Services to Customer as described in the applicable Order Form and/or Scope of Work.

2.1 Customer’s Obligations.  Customer agrees to provide assistance, cooperation, information, equipment, and data reasonably necessary to enable CounterTEN to perform the Professional Services (collectively, “Customer Cooperation”). Customer acknowledges that CounterTEN’s ability to provide Professional Services as set forth herein may be affected if Customer does not provide Customer Cooperation.

2.2 Project Management. Each party shall designate a project manager who shall work together with the other party’s project manager to facilitate the efficient delivery of the Professional Services.

2.3 Change Order. In order to change the description of Professional Services under a Scope of Work, Customer will submit a written request to CounterTEN specifying the proposed changes in detail and CounterTEN will provide an estimate of the charges and anticipated changes in the delivery schedule that will result from the proposed change. CounterTEN will continue performing the Professional Services in accordance with this Addendum and the applicable Scope of Work until the parties agree in writing on the change in the Scope of Work.  CounterTEN shall not be responsible for a delay in the performance of the Services resulting from such change order.

2.4 Proprietary Rights. CounterTEN shall own and retain all right, title and interest in and to all intellectual property and/or any and all derivatives, enhancements or modifications created by CounterTen which relate to the Service.  CounterTEN grants to Customer a non-exclusive, non-transferable, royalty-free license to use such CounterTEN intellectual property solely in connection with Customer’s use of the Services; provided, however, that the forgoing license does not include the right to modify, reverse engineer or otherwise alter the CounterTEN intellectual property as set forth in the Terms of Use or develop, offer or otherwise provide any product or service intended to replace or otherwise compete with the Services provided by CounterTEN in the Scope of Work.

2.5 Warranty. CounterTEN warrants for 30 days from the performance of any Professional Services by CounterTEN that such Professional Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer must report in writing any breach of this warranty to CounterTEN during the relevant warranty period, and Customer’s exclusive remedy and CounterTEN’s entire liability for any breach of such warranty shall be the reperformance of the nonconforming Professional Services, or if CounterTEN is unable to perform the Professional Services as warranted, Customer shall be entitled to a refund of the fees paid to CounterTEN for the nonconforming Professional Services. 

2.6 Acceptance. Customer must notify CounterTEN in writing within ten days of the delivery of the Professional Services that Customer believes such Professional Services are nonconforming, otherwise such Professional Services will be deemed to have been accepted by Customer.  Customer’s exclusive remedy and CounterTEN’s entire liability for any nonconformance of the Professional Services shall be the reperformance of the nonconforming Professional Services, or if CounterTEN is unable to perform the Professional Services to be conforming, Customer shall be entitled to a refund of the fees paid to CounterTEN for the nonconforming Professional Services.

Payment Provisions

3.1 Fees.  Professional Services shall be provided under this Addendum at the rates set forth in the applicable Scope of Work or Order Form.  

3.2 Payment Type.  Unless otherwise stated in an applicable Order Form or Scope of Work, the Professional Services are provided on a fixed fee basis.  Customer shall pay CounterTEN the fees stated in the applicable Scope of Work or Order Form plus any applicable pre-approved travel and living expenses (“Expenses”).