CoreRecon Terms of Use & Master Service Agreement

Terms and Conditions and Master Service Agreement

This Master Service Agreement (the “Agreement”) is between CoreRecon, LLC, a Texas limited liability company (“CoreRecon”), and the client named in the applicable Statement of Work, order, or proposal (“Client”). CoreRecon and Client are each a “Party” and together the “Parties.”

Acceptance. Client accepts this Agreement by signing a Statement of Work, order, proposal, or other document that references it, or by accepting or paying for CoreRecon’s services. Before Client signs, CoreRecon will tell Client where to find this Agreement, for example by email, in a proposal, or on an invoice. The current version is posted at https://corerecon.com/terms/.

Changes to this Agreement. CoreRecon may update this Agreement from time to time. CoreRecon will post each updated version at https://corerecon.com/terms/ showing its version number and effective date, which will be at least fifteen (15) days after the date it is posted. Posting the updated version is sufficient notice to Client. CoreRecon may, but is not required to, also notify Client by email. Each change applies only going forward from its effective date. If Client does not agree to a material change, Client may end the affected services, without an early-termination fee, by written notice before the change takes effect. Otherwise, continued use of the services after the effective date means Client accepts the change. A change that a Statement of Work expressly says cannot be changed requires both Parties’ signatures.

Order of precedence. If this Agreement conflicts with a Statement of Work or order, the Statement of Work or order controls for that engagement only. Otherwise this Agreement controls.

Client review. Client is responsible for reading this Agreement and any notices CoreRecon sends. CoreRecon is not responsible for Client’s failure to read them.

Article 1. Definitions and General Provisions

1.1 Purpose. This Agreement sets the terms for all services and goods CoreRecon provides to Client. Each engagement is described in a Statement of Work, purchase order, or proposal (each an “SOW”).

1.2 Definitions.

• “Computer System” means the hardware and software listed in an SOW, identified by model and serial number where practical.
• “Goods” means hardware, software, licenses, cabling, phone systems, peripherals, and other items CoreRecon buys or supplies for Client.
• “Information Technology” or “IT” means computers, devices, software, and peripherals used to store, retrieve, transmit, or process data.
• “Maintenance” means preventive and remedial maintenance of the Computer System.
• “Management” means scheduling use of the Computer System, buying supplies and spare parts, and recommending changes.
• “Operation” means running the Computer System, including processing, output, and communication between its parts.
• “Phone System” means phone hardware and the technology that runs it, including VoIP and landline service.
• “Services” means the Operation, Maintenance, Management, cybersecurity, and other services described in an SOW.
• “Up-Time” means, for a calendar week, the time the Computer System is available during scheduled operating hours divided by the total scheduled operating hours.

1.3 Governing law. Texas law governs this Agreement and all disputes about it, without regard to conflict-of-law rules.

1.4 Venue. The Parties agree that venue for any lawsuit about this Agreement is proper in the state or federal courts located in Nueces County, Texas, where this Agreement is made and most Services are managed. Each Party consents to personal jurisdiction there.

1.5 Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the maximum extent allowed and the rest of the Agreement remains in effect.

1.6 Entire agreement. This Agreement and each SOW are the Parties’ entire agreement about their subject and replace all earlier proposals and discussions. Neither Party is relying on any statement not written in this Agreement or an SOW. Any change requires a writing signed or accepted by email by both Parties, except as allowed under “Changes to this Agreement.”

1.7 Right of first review. Before Client asks other vendors to bid on IT projects that affect systems CoreRecon manages (including software, hardware, phone, or data systems), Client will notify CoreRecon so it can review the plan for compatibility and minimize downtime. CoreRecon will respond within a reasonable time and may offer to perform the work.

1.8 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, civil unrest, government action, labor shortages, supply shortages, utility or internet outages, or widespread cyberattacks on third-party infrastructure. Deadlines extend by the length of the delay. This section does not excuse payment obligations.

1.9 Confidentiality. Each Party will protect the other’s confidential information with at least reasonable care and use it only to perform this Agreement. Confidential information includes personnel data, customer lists, pricing, network and security details, trade secrets, and intellectual property. It does not include information that is public through no fault of the receiving Party, already known to it, independently developed, or lawfully received from a third party. A Party may disclose confidential information when required by law, after giving prompt notice where legally allowed. These duties survive for three (3) years after this Agreement ends, and for trade secrets and security information, for as long as the information remains confidential.

1.10 Location of services. Services are performed at Client’s normal place of business unless an SOW says otherwise. CoreRecon may perform Services remotely where practical.

1.11 Notices. Notices must be in writing and sent by email, courier, or U.S. mail to the Party’s designated contact. CoreRecon’s notice contact is John Martinez, CoreRecon, LLC, 500 N. Shoreline Blvd., Suite 111, Corpus Christi, Texas 78401, info@corerecon.com. Client will name its notice contacts in writing within seventy-two (72) hours after signing. Email notice is effective when sent, unless the sender receives a bounce-back.

1.12 Independent contractor. CoreRecon is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

1.13 Assignment. Neither Party may assign this Agreement without the other’s written consent, which will not be unreasonably withheld, except that CoreRecon may assign it to a successor in a merger or sale of its business.

Article 2. Services

2.1 Statements of Work. After this Agreement is signed, CoreRecon will provide an SOW describing the Services, pricing, implementation timing, and other engagement details. Services are subject to Client’s written acceptance of the SOW.

2.2 Personnel. CoreRecon will assign qualified personnel. Client may ask CoreRecon to replace an assigned technician for any lawful reason, and CoreRecon will do so within a reasonable time.

2.3 Availability. CoreRecon will use commercially reasonable efforts to keep the Computer System available for Operation at least 80% of scheduled hours, 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding holidays observed where Client is located.

2.4 Maintenance windows. CoreRecon will perform preventive maintenance, and remedial maintenance where possible, outside scheduled operating hours. If maintenance must occur during operating hours, CoreRecon will provide reasonable backup capability for the affected systems; any additional cost will be stated in advance.

2.5 Workspace and access. Client will give CoreRecon reasonable workspace, system access, credentials, and cooperation needed to perform the Services.

2.6 Client data and backups. Client owns its data and is responsible for deciding what data to back up, keeping its own backups, and meeting its legal duties for the data. CoreRecon may recommend or provide backup services under an SOW, and will perform those services with reasonable care. CoreRecon is not responsible for third-party storage or backup providers, which act under their own terms.

2.7 Client conduct and software. Client is responsible for software, files, and links that Client or its users install, open, or run, and for following CoreRecon’s reasonable security recommendations. No security service can prevent every attack.

2.8 DATA LOSS AND SECURITY-INCIDENT RELEASE. EXCEPT TO THE EXTENT CAUSED BY CORERECON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CLIENT RELEASES CORERECON, ITS OWNERS, EMPLOYEES, AND AFFILIATES FROM LIABILITY FOR LOSS, CORRUPTION, THEFT, OR UNAUTHORIZED ACCESS TO CLIENT DATA, AND FOR RANSOMWARE OR OTHER CYBERATTACKS AFFECTING CLIENT, INCLUDING CLAIMS CAUSED IN WHOLE OR IN PART BY CORERECON’S OWN NEGLIGENCE. THIS RELEASE DOES NOT LIMIT CORERECON’S DUTY TO PERFORM THE SERVICES IN AN SOW WITH REASONABLE CARE, AND ANY LIABILITY THAT REMAINS IS SUBJECT TO ARTICLE 12.

2.9 Goods ordered for Client. Before ordering Goods for Client, CoreRecon will provide a quote or purchase order. Client must approve it in writing.

2.10 Client-purchased equipment and software.

1. Equipment or software Client buys on its own is out of scope and is not covered by CoreRecon’s warranty.
2. Client will notify CoreRecon before connecting it to systems CoreRecon manages. CoreRecon will assess compatibility and cost.
3. Installation and setup are billed at $150.00 per hour unless an SOW says otherwise.
4. If CoreRecon agrees to manage the new equipment, the monthly fee will be adjusted starting the following month to reflect the added scope.

2.11 Service levels. Requests are prioritized as follows. Response time is the maximum time for a technician to begin work and contact Client, on-site or remotely. Escalation time is the maximum time before a senior technician or the relevant third-party vendor is engaged.

Priority	Meaning	Response time	Resolution target	Escalation
Critical	Business-critical service is down; all users affected	Within 1 hour	As soon as possible, best effort	30 minutes
High	Business-critical service significantly degraded; many users or key processes affected	Within 2 hours	As soon as possible, best effort	2 hours
Medium	Limited degradation; some users affected; business can continue	Within 24 hours	Not defined	4 hours
Low	Minor issue, often a single user; no critical systems affected	Within 48 hours	Not defined	8 hours

These are maximum times. Clients who call CoreRecon’s support line are typically connected with an engineer right away.

2.12 Term and renewal. Each SOW for recurring Services starts on its effective date and lasts two (2) years, then renews automatically for one-year periods unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the current term. CoreRecon will remind Client of the renewal date at least thirty (30) days before the notice deadline.

2.13 Device audits and fee adjustments. CoreRecon may periodically audit the number of workstations, laptops, servers, and other devices it services. The monthly fee is adjusted to the audited count starting with the month after the audit. Client will tell CoreRecon about device changes between audits. If Client disputes an audit, it must provide supporting records within fifteen (15) days, and the Parties will resolve the dispute in good faith.

Article 3. Fees and Payment

3.1 Fees. Fees are stated in each SOW, order, or service-level agreement.

3.2 Monthly services. Monthly fees are invoiced in advance and due by the 15th day of each month. If the 15th falls on a weekend or bank holiday, payment is due the next business day. Payments received after the due date incur a late fee of $25.00.

3.3 Goods. Client pays in full for Goods before CoreRecon orders them, unless the Goods are already in CoreRecon’s inventory.

3.4 Interest. Overdue amounts bear interest at 1.5% per month or the highest rate allowed by law, whichever is lower, from the due date until paid.

3.5 Usury savings. The Parties do not intend to charge or collect interest above the maximum lawful rate. Any excess charged will be credited to principal or refunded.

3.6 Taxes. Fees exclude sales, use, and similar taxes, which Client will pay as required by law, except taxes on CoreRecon’s income.

3.7 Billing errors. If CoreRecon fails to invoice for Services actually delivered, CoreRecon may invoice the missed amount within twelve (12) months after the Services were performed. If Client cannot pay the corrected amount at once, CoreRecon may, at its discretion, spread it across the remaining invoices for the year.

3.8 Payment after termination. Termination does not cancel amounts already owed. CoreRecon will invoice any remaining balance, and Client will pay it by the due date on the invoice or under any written payment plan CoreRecon agrees to.

3.9 Good-faith disputes. Client must dispute an invoice in writing, with details, within fifteen (15) days after receiving it, and must pay the undisputed portion on time. The Parties will work in good faith to resolve the disputed portion.

Article 4. Warranties

4.1 Service warranty. CoreRecon will perform the Services in a professional manner consistent with generally accepted industry standards. Client’s remedy for a breach of this warranty is set out in Section 12.1.

4.2 Manufacturer warranties. Goods are covered only by their manufacturer’s or distributor’s warranty, which CoreRecon will pass through to Client to the extent allowed.

4.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, CORERECON MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. GOODS ARE PROVIDED “AS IS” EXCEPT FOR MANUFACTURER WARRANTIES. CORERECON DOES NOT WARRANT THAT THE SERVICES WILL PREVENT ALL CYBERATTACKS OR BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES THAT IT HAS READ THIS DISCLAIMER.

Article 5. Disputes and Termination

5.1 Mediation first. Before filing suit (other than for collection of undisputed fees or for urgent injunctive relief), the Parties will try to resolve any dispute through good-faith mediation in Nueces County, Texas. Each Party will share the documents reasonably needed, such as invoices, reports, and repair estimates. The Parties will split the mediator’s fees equally.

5.2 Notice and cure. Before seeking damages for breach, a Party must give the other written notice describing the breach. The other Party then has thirty (30) days to cure it, if it can be cured.

5.3 Early termination by Client. Client may end recurring Services before the end of the term only by written notice. Because CoreRecon commits staff, tools, and licenses for the full term and its actual losses would be hard to measure, Client will pay, as liquidated damages and not as a penalty, one hundred percent (100%) of the monthly fees remaining in the current term. If CoreRecon has performed all or substantially all of the work in an SOW, Client will pay the full SOW value. For Goods ordered for Client, Client will pay the full cost of the Goods ordered or purchased. Client will also pay reasonable court costs and attorneys’ fees incurred to collect these amounts.

5.4 Short-notice fee. If Client ends the agreement at renewal without giving the sixty (60) days’ non-renewal notice in Section 2.12, Client will pay a fee of $1,500.00 plus any applicable tax, due on the date of Client’s termination notice.

5.5 Termination by CoreRecon. CoreRecon may end this Agreement or any SOW without cause on thirty (30) days’ written notice, or immediately for Client’s material breach that is not cured within the cure period. If CoreRecon ends without cause, Client owes no early-termination or short-notice fee.

5.6 Damages if CoreRecon fails to perform. If CoreRecon materially fails to perform and does not cure under Section 5.2, Client may recover the reasonable cost it actually pays a third party to restore its systems to working order, reduced by the fees Client would otherwise have paid CoreRecon for that work. For example, if Client reasonably pays another provider $2,500 to restore its systems and would have paid CoreRecon $1,000 for that period, CoreRecon owes $1,500. Client’s damages never include the cost of replacement Goods and are subject to Article 12.

5.7 Duty to mitigate. Client must act reasonably to limit its damages, including by first asking CoreRecon to fix the problem and giving it a reasonable time to respond before hiring a third party, except in an emergency.

5.8 Payment of damages. Amounts owed under this Article are due forty-five (45) days after written demand if the breaching Party has not cured.

5.9 Effect of termination. When this Agreement or an SOW ends, CoreRecon’s Services stop, Client pays all amounts accrued through the end date, and each Party returns or destroys the other’s confidential information, except as required by law or Article 9. Once Client has paid all amounts due, CoreRecon will deliver Client’s network documentation (runbook) and transition data under Article 9.

Article 6. Non-Payment, Suspension, and Collection

6.1 Material breach. Failure to pay undisputed fees by the due date is a material breach. This applies to all Services, including penetration testing, incident response and forensics, software deployment, managed security, monitoring, and compliance services.

6.2 Final notice. Before suspending Services, CoreRecon will send a written final notice by email stating the past-due amount and a cure period of at least ten (10) days.

6.3 Suspension. If Client does not pay all undisputed past-due amounts within the cure period, CoreRecon may suspend some or all Services until paid in full. Suspension may include pausing monitoring, alerting, incident response, vulnerability testing, and access to portals, reports, and deliverables not already paid for. Restarting Services requires full payment and may require a new security assessment and onboarding at current rates.

6.4 Termination for non-payment. If Client does not cure within thirty (30) days after the final notice, CoreRecon may terminate any or all SOWs and this Agreement for cause. Client remains responsible for all amounts accrued, work in progress, expenses, and any applicable early-termination fees.

6.5 Removal of CoreRecon tools. On suspension or termination, CoreRecon may disable or remove its software agents, tools, configurations, integrations, and credentials from Client’s systems. CoreRecon will give Client at least five (5) business days’ notice before removal, except where removal is needed to protect CoreRecon’s systems or licenses. Removal may interrupt some Client systems. Client is responsible for putting replacement security, monitoring, and backup measures in place and for saving any logs or data it wants to keep.

6.6 Client data during suspension. CoreRecon will not sell, publish, or release Client’s confidential information or data because of non-payment, and will keep protecting it under Section 1.9. CoreRecon may use data only as reasonably necessary to bill, collect, or enforce its rights, subject to confidentiality and law.

6.7 NO RESPONSIBILITY DURING SUSPENSION OR AFTER TERMINATION. ONCE SERVICES ARE SUSPENDED OR TERMINATED FOR NON-PAYMENT, CLIENT’S SYSTEMS ARE NO LONGER UNDER CORERECON’S PROTECTION. CORERECON HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SECURITY INCIDENT, DATA LOSS, BREACH, RANSOMWARE, BUSINESS EMAIL COMPROMISE, DARK WEB EXPOSURE, OR BUSINESS INTERRUPTION THAT OCCURS DURING SUSPENSION OR AFTER TERMINATION, INCLUDING ANY CLAIM THAT CORERECON WAS NEGLIGENT, EXCEPT FOR CORERECON’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

6.8 Collection costs. Client will reimburse CoreRecon’s reasonable collection costs, court costs, and attorneys’ fees incurred to recover past-due amounts, to the extent allowed by law. If Client does not pay within fifteen (15) business days after a written past-due notice, CoreRecon may refer the account to its counsel or a collection agency and pursue any remedy available at law or in equity.

6.9 Courts. Any lawsuit to collect amounts owed to CoreRecon will be brought in the state or federal courts located in Nueces County, Texas. Client consents to personal jurisdiction there and waives any objection based on inconvenient forum, to the extent allowed by law.

6.10 Rights are cumulative. CoreRecon may suspend, terminate, and sue for payment at the same time or in any order. Using one remedy does not waive another.

Article 7. Leased Equipment

7.1 Lease terms. Equipment, software, and related items leased from CoreRecon remain CoreRecon’s property and are governed by this Article and any lease schedule.

7.2 Return. Within thirty (30) days after a lease ends, Client will return all leased items in good working order, normal wear and tear excepted, following CoreRecon’s return instructions.

7.3 Inspection. CoreRecon may inspect returned items and charge reasonable repair costs for damage beyond normal wear and tear.

7.4 Failure to return. If items are not returned within thirty (30) days, Client will buy them at their full price plus a charge of fifty percent (50%) of that price, which reflects depreciation, recovery costs, and loss of use during the non-return period. Invoices under this Article are due within thirty (30) days.

7.5 Governing law. Article 1 governs this Article, including Texas law and Nueces County venue.

Article 8. Service During CoreRecon’s Notice of Termination

8.1 Scope. This Article applies after CoreRecon sends Client a written notice ending Services (a “Letter of Notice”), until the termination date or thirty (30) days later, whichever comes first.

8.2 Service hours. During that period, CoreRecon provides support only Monday through Friday, 8:00 a.m. to 5:00 p.m. local time, excluding weekends and holidays observed where the Services are provided. After-hours and emergency support is not available.

8.3 Client planning. Client is responsible for arranging after-hours coverage and for raising critical issues during service hours.

Article 9. Client Data Transfer

9.1 Purpose. This Article sets out how CoreRecon securely transfers Client’s information to a new managed service provider or in-house IT staff after the Services end.

9.2 Conditions. CoreRecon will begin a transfer after Client has:

1. Paid all amounts due, including the final invoice;
2. Sent written notice of the transfer, including the termination date (and the date of any Letter of Notice from CoreRecon);
3. Provided the new provider’s company name, contact person, email address, and phone number; and
4. Authorized the transfer in writing, by email to info@corerecon.com or by mail to 500 N. Shoreline Blvd., Suite 111, Corpus Christi, Texas 78401.

9.3 Transfer process. CoreRecon will verify the new provider’s identity, package and encrypt the data, send separate decryption instructions, and confirm that the new provider can access the data.

9.4 Security. CoreRecon will handle the transfer in compliance with applicable data-protection and privacy laws and will take reasonable precautions against unauthorized access.

9.5 Retention. Thirty (30) days after a confirmed transfer, or ninety (90) days after termination if no transfer is requested, CoreRecon may securely delete Client data, except where law requires it to keep records.

9.6 Questions. Contact CoreRecon at info@corerecon.com or (361) 248-3258.

Article 10. Indemnity

10.1 CLIENT’S INDEMNITY. CLIENT WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS CORERECON AND ITS OWNERS, EMPLOYEES, AND AGENTS FROM ALL THIRD-PARTY CLAIMS, LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM: (A) CLIENT’S USE OF THE SERVICES; (B) CLIENT’S BREACH OF THIS AGREEMENT; (C) ACTS OR OMISSIONS OF CLIENT OR ITS EMPLOYEES, AGENTS, OR CONTRACTORS; (D) CLIENT’S VIOLATION OF LAW; OR (E) CLIENT’S DATA, INCLUDING CLAIMS OF DATA LOSS OR PRIVACY BREACH, EVEN IF THE CLAIM ALLEGES CORERECON’S NEGLIGENCE. CLIENT HAS NO DUTY TO INDEMNIFY CORERECON FOR CLAIMS CAUSED BY CORERECON’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL WRONGDOING.

10.2 CoreRecon’s indemnity. CoreRecon will defend and indemnify Client against third-party claims that CoreRecon’s own software or deliverables infringe a U.S. patent, copyright, or trademark, except to the extent the claim arises from Client’s modifications or from third-party products.

10.3 Procedure. The indemnified Party must promptly notify the other of a claim, allow it to control the defense, and cooperate reasonably. No settlement may impose obligations on the indemnified Party without its consent.

Article 11. Representations

11.1 By each Party. Each Party represents that it has authority to enter into this Agreement; that doing so does not violate any law, court order, or other agreement binding on it; and that this Agreement is valid and enforceable against it, subject to bankruptcy and similar laws.

11.2 By CoreRecon. CoreRecon represents that:

1. Services and CoreRecon software will materially conform to their written specifications, as CoreRecon may update them, unless altered by anyone other than CoreRecon;
2. Equipment CoreRecon maintains will be in good working order and operate materially as specified, unless misused, neglected, damaged, or repaired by someone else;
3. Client will receive good title, free of liens, to Equipment it buys from CoreRecon;
4. Hosted (ASP) managed services configured under an SOW will be sufficient to run the subscribed applications, if Client provides accurate usage requirements and follows CoreRecon’s documented procedures; if not, CoreRecon will provide the needed added capacity at no charge; and
5. New Equipment installed for Client will be a current make and model from CoreRecon’s preferred supplier, unless the SOW says it is refurbished or used.

11.3 By Client. Client represents that:

1. It owns or controls the operations at each site where Services are used and is responsible for charges incurred there;
2. It is not on the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) sanctions list; and
3. It has the rights to any materials it gives CoreRecon, and those materials do not violate any law or infringe anyone’s intellectual property.

11.4 Continuing. These representations are repeated each time the Parties sign an SOW or addendum.

Article 12. Limitation of Liability

12.1 EXCLUSIVE REMEDIES. FOR A BREACH OF CORERECON’S WARRANTIES OR REPRESENTATIONS IN ARTICLE 4 OR SECTIONS 11.2(1) AND 11.2(2), CLIENT’S SOLE REMEDY IS FOR CORERECON TO USE REASONABLE EFFORTS TO CORRECT THE NONCONFORMING SERVICES OR SOFTWARE, OR TO REPAIR OR REPLACE, AT CORERECON’S OPTION, THE DEFECTIVE EQUIPMENT.

12.2 CAP. FOR ALL OTHER CLAIMS, CORERECON’S TOTAL LIABILITY UNDER OR RELATED TO THIS AGREEMENT, IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY, WILL NOT EXCEED THE LESSER OF (A) CLIENT’S ACTUAL DAMAGES, OR (B) ONE MONTH’S AVERAGE FEES PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT (OR FEWER MONTHS IF SERVICES BEGAN MORE RECENTLY).

12.3 EXCLUDED DAMAGES. CORERECON WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, INTEREST, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

12.4 Exceptions. Sections 12.2 and 12.3 do not limit liability for gross negligence, willful misconduct, fraud, or anything that cannot be limited by law.

12.5 Time limit. Any claim against CoreRecon must be brought within one (1) year after the cause of action accrues.

12.6 Third-party providers. “CoreRecon” in Sections 12.1 to 12.3 includes CoreRecon’s third-party suppliers, who are intended beneficiaries of this Article but have no direct liability to Client.

Article 13. General

13.1 Workplace conduct. Each Party will train its employees to prevent harassment, including sexual harassment. If an employee of one Party reports harassment by an employee of the other, the receiving Party will be notified within forty-eight (48) hours, will promptly investigate, and will take reasonable steps to stop it, which may include removing the employee from the account.

13.2 Time. Unless an SOW says otherwise, time is not of the essence.

13.3 Survival. Sections on fees, confidentiality, data, indemnity, limitation of liability, and disputes survive termination.

13.4 Waiver. Not enforcing a provision is not a waiver of it.

13.5 Electronic signatures and counterparts. This Agreement and each SOW may be signed electronically and in counterparts, each of which is an original.