Terms of Use

Terms and Conditions: Master Service Agreement

Proprietary & Confidential Information

The enclosed materials are the property of CoreRecon, LLC (“CoreRecon”). CoreRecon reserves all rights, titles, and interests in and to such materials. The terms, conditions, and information set forth herein are confidential to CoreRecon, and may not be disclosed in any manner to any person other than the addressee, together with its officers, employees, and agents who are directly responsible for evaluating the contents of these materials for the limited purpose intended. These materials may not be used in any manner other than for such a limited purpose. Any unauthorized disclosure, use, reproduction, or transmission is expressly prohibited without the prior written consent of CoreRecon.

I. INTRODUCTION, DEFINITIONS, AND GENERAL PROVISIONS

1.1. Parties. This Contract is by and between CoreRecon, LLC (“CoreRecon” or “Provider”) and Client, (“Customer”) Collectively, CoreRecon and “Client”, shall be referred to as “the Parties.”

1.2. Purpose. The purpose of this Master Service Agreement (MSA) is to provide the foundation on which the Parties will operate unless specifically modified by a Scope of Work Agreement Purchase Order or Agreement. If any provision of this MSA is modified by a Scope of Work Agreement or Purchase Order or Agreement, such modification shall apply only to that undertaking. Modifications of this MSA at large shall be in writing and agreed to and acknowledged by the Parties.

1.3. Venue. The Parties hereby agree and acknowledge that, notwithstanding other venue provisions, statutes, or rules, the venue for any dispute is appropriate and correct in Nueces County, Texas, as a majority of the services provided under this contract are carried out in Nueces County, Texas. The Parties further acknowledge that the Contract was executed in Nueces County, Texas. The Parties further agree that Harris County is not an inconvenient forum for either party.

1.4. Choice of Law Provision. This Master Service Agreement, each provision herein, the acts to be performed under this Agreement, and all disputes arising from or under this Agreement, the acts to be performed therein, or subsequent undertakings are governed by the laws of the State of Texas.

1.5. Severability. In the event a clause or portion of this contract is deemed illegal, invalid, or otherwise unenforceable, the enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.

1.6. Merger. This MSA contains and memorializes the entire agreement between the Parties to this MSA, subject to subsequent Scope of Work Agreements or Purchase Orders or Agreements. The Parties are entering into this MSA based solely on the representations herein and are not relying on any representation, assertion, guarantee, promise, or other assurance by either party or their agents.

1.7. Right of First Refusal. CoreRecon has the right of first refusal for all IT projects undertaken by or on behalf of Customer. Customers shall notify CoreRecon prior to requesting bids for any programming, applications, or hardware upgrades, including phone systems, or data systems. CoreRecon shall review the plans or requests for compatibility, ease of transition, and usability – CoreRecon shall provide an opinion on each function to the Customer in a timely fashion and, where applicable, begin work in a timely fashion. The purpose of this provision is to ensure smooth installation and transition of goods or services on behalf of the Customer necessary to minimize downtime.

1.8. Definitions

1.8.1. “Computer System” shall mean the computer hardware, identified by model and serial numbers, and the computer software listed herein.

1.8.2. “Services” shall mean the Operation, Maintenance, and Management of the Computer System, specifically defined in the Description of Services.

1.8.3. “Goods” includes all hardware or software, including network cable, necessary to perform under a particular scope of work or undertaking on Customer’s behalf. Such goods may include but are not limited to Computer systems, phone systems, software such as Microsoft Office or other commercially available software, network cables, monitors, printers, scanners, and other such goods utilized in an IT context.

1.8.4. “Information Technology” or “IT” refers to the use of computers and other hardware or software to store, retrieve, transmit, and manipulate data or information. Such definition shall include peripheral devices such as printers, monitors, mice, keyboards, scanners, or other such hardware that the Customer may utilize in its day-to-day transmission, storage, or manipulation of data.

1.8.5. “Operation” shall mean the operation of the Computer System, including, but not limited to, manipulation and computation of data by the Computer System, the outputting of such manipulated and computed data by the Computer System, and communication between elements of the Computer System.

1.8.6. “Maintenance” shall mean remedial maintenance and preventative maintenance of the Computer System.

1.8.7. “Management” shall mean the scheduling of the use of the Computer System, procurement of supplies and spare parts thereof, and recommendation of changes and additions thereto.

1.8.8. “Phone System” shall include the physical phone as well as the technology and programs deployed to utilize the hardware, such as VoIP or traditional landline.

1.8.9. “Up-Time” shall mean the total time, during any calendar week, that the Computer System is available for Operation during the time scheduled for Operation, divided by the total time scheduled for Operation during such calendar week.

1.9. Force Majeure. In any case, where either party hereto is required to do any act, delays caused by or resulting from Acts of God, war, civil commotion, fire, flood or other casualty, labor difficulties, shortages of labor, materials or equipment, government regulations, unusually severe weather, or other causes beyond such party’s reasonable control shall not be counted in determining the time during which work shall be completed, whether such time be designated by a fixed date, a fixed time or a reasonable time, and such time shall be deemed to be extended by the period of such delay.

1.10. Non-Disclosure Agreement. The Parties shall refrain from the disclosure of personal, confidential, or otherwise protected information learned during the term of this MSA and each subsequent undertaking. Personal, confidential, or otherwise protected information shall include but is not limited to Personnel information, including names, addresses, social security numbers, or other such personal information, customer lists, pricing and costs of services, trade secrets, as well as any applicable copyrights, trademarks, patents, or other federally protected intellectual property, research and develop information, or other such information that either party may reasonably suspect is intended to be confidential or personal.

1.11. Location of Services. Unless otherwise agreed to, the services shall be provided or performed at the Customer’s normal place of business. However, such a requirement does not preclude the Provider from offering remote services where practicable.

1.12. Notice and Communication. The Parties are required to provide notice to each other in writing. Such writing may be through email, fax, or U.S. mail, so long as the notice is sent to the designated agent or point of contact of each party. Unless otherwise stated, Customer shall send notice to John Martinez of CoreRecon. “Client” shall provide notice to CoreRecon within 72 hours of the signing of this MSA of all acceptable parties to whom notice may be sent.

II. DESCRIPTION OF SERVICES

2.1. Services Provided. Following the signing of this Master Service Agreement by both parties, CoreRecon will provide to Customer a “Scope of Work” agreement which shall outline the services to be provided, the terms of such service, including costs, timing of implementation, consideration provided to Customer, and all other specific information necessary for each service or engagement.

2.1.1. During the term of this contract, Provider shall provide and perform Services, which shall be subject to Customer’s written acceptance and shall be performed by Provider’s employees, acceptable to the Customer, who are skilled in the Operation and Maintenance of the Computer System. Customers may, for any reason, request that such employees be replaced with other skilled employees of the Provider.

2.1.2. The Computer System shall be available for Operation, during the term hereof, with an Up-Time of 80% (eighty percent), during the hours of 8:00 am through 5:00 pm, Monday through Friday, excluding holidays recognized in the city where Customer is located.

2.1.3. The preventative maintenance and, whenever possible, the remedial maintenance portions of the Maintenance shall be performed during the times that the Computer System is not scheduled for Operation. To the extent, any Maintenance is required to be performed during the time that the Computer System is scheduled for Operation, the Provider shall provide, at no or some additional cost to the Customer, a backup capability for that portion of the Computer System for which Maintenance is being performed.

2.1.4. During the term of this MSA, Customer shall provide to Provider with sufficient workspace to perform Services.

2.1.5. Client Backup and Date: CoreRecon acknowledges that data and information stored on our clients’ systems are of utmost importance. However, we want to clarify that CoreRecon, its employees, and affiliates cannot be held responsible or liable for any loss, damage, or compromise of client data, including backup data, or any type of data. CoreRecon will not be held legally responsible for any loss of data, hard drive crash, cloud data loss, or any form of loss, stolen, damaged, removed, corrupted, etc., by signing any MSA or contract agreement with CoreRecon, you agree to all that is written in 2.1.5 in the Terms of Use and approve all terms.

Data Responsibility: Clients are solely responsible for the management, security, and backup of their data. While CoreRecon may provide guidance or recommendations regarding data backup best practices, the ultimate responsibility lies with the client to ensure the safety and redundancy of their data.

Limitation of Liability: CoreRecon shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising from data loss, unauthorized access, data corruption, or any other data-related incidents. This includes but is not limited to financial loss, reputational damage, loss of business opportunities, or legal ramifications.

Third-Party Services: In some cases, CoreRecon may collaborate with third-party vendors or service providers to deliver specific solutions or services. However, any third-party services, including data backup or storage providers, are subject to their own terms, conditions, and privacy policies. CoreRecon cannot be held responsible for the actions, omissions, or failures of third-party providers.

Data Protection Measures: CoreRecon strives to implement robust security measures and follows industry-standard practices to protect client data. However, it is important to acknowledge that no security system is entirely foolproof, and the risk of unauthorized access or data breaches cannot be completely eliminated.

Client Obligations: Clients must adhere to all applicable laws, regulations, and contractual obligations regarding the protection and handling of data. It is the client’s responsibility to implement appropriate security measures, perform regular backups, and ensure data integrity.

Indemnification: Clients agree to indemnify and hold CoreRecon harmless from any claims, damages, losses, or expenses arising out of or related to the client’s data, including but not limited to claims of data loss, unauthorized access, or breaches of data privacy.

By engaging with CoreRecon’s services, clients acknowledge and accept the limitations of CoreRecon’s responsibility regarding data backup, storage, and any type of data. It is essential for clients to have their own comprehensive data backup and protection strategies in place.

2.1.6. Client Executables and Cyber Security Breach: CoreRecon expressly disclaims any responsibility for the installation of software or executable files by clients (hourly or monthly contracted) or clients’ employees on their systems. Furthermore, CoreRecon categorically states that it will not be held accountable for any cyberattacks or ransomware incidents affecting clients’ businesses or their various locations. While CoreRecon is committed to employing a range of proactive measures to mitigate the risk of cyber threats, it is important to acknowledge that these efforts have their limitations. The effectiveness of such cybersecurity measures can be significantly undermined if clients or their employees lack knowledge in or fail to adhere to cybersecurity best practices. Therefore, CoreRecon’s liability does not extend to incidents arising from such knowledge gaps or non-compliance. CoreRecon will not at anytime be financially responsible to any client under contract or hourly if such cyber attacks/ransomware have been executed or has shut down the client’s business or homestead.

2.2. Purchase Order or Agreement. If the undertaking requires the purchase, installation, or acquisition of goods, including hardware, computer systems, or other such goods, CoreRecon shall provide a purchase order or agreement to Customer prior to ordering or purchasing any goods on Customer’s behalf.

2.2.1 Purchase Order or Agreement. (Out of Scope/Client Purchasing Equipment).

a. Client-Purchased Equipment/Software:

Equipment or software purchased independently by clients is classified as an ‘out-of-scope’ project. CoreRecon will not extend its standard warranty coverage to such items.

b. Installation and Setup Services:

The installation and setup of network infrastructure using client-purchased equipment/software will incur an ‘out-of-scope’ project fee. CoreRecon will charge $150.00 per hour for these specialized services.

c. Integration into Managed Services:

If the newly purchased equipment is to be managed and maintained by CoreRecon, it will be integrated into our existing service framework. This integration will necessitate a price adjustment in the monthly contract fee for the following month. The adjustment will reflect the additional management and maintenance responsibilities undertaken by CoreRecon for the new equipment.

d. Implementation

1. Clients are required to notify CoreRecon prior to integrating independently purchased equipment into systems managed by CoreRecon.

2. A detailed assessment will be conducted by CoreRecon to determine the feasibility and cost implications of the integration.

3. Upon agreement, CoreRecon will proceed with the integration process in accordance with the terms outlined in this policy.

e. Compliance

Clients are encouraged to consult with CoreRecon prior to purchasing equipment or software to ensure compatibility with existing systems and to understand the implications of the integration process.

2.3. Service Level Agreement:

There are four different classifications for priority that an inbound ticket can be assigned. There are as follows:

· CRITICAL: Business Critical Service not functioning, and all users are impacted.

· HIGH: Business Critical Service has significant degradation of functionality & a large number of users or business-critical processes are impacted.

· MEDIUM: Limited degradation of service, a limited number of users or functions affected, a business process can continue.

· LOW: Small service degradation does not affect business-critical systems and often impacts only a single user.

Priority Response Time Resolution Time Escalation Threshold

There are four different classifications for priority that an inbound ticket can be assigned, they are as follows:

• CRITICAL: Business Critical Service not functioning, and all users are impacted.
• HIGH: Business Critical Service has significant degradation of functionality, and a large number of users or business-critical processes are impacted.
• MEDIUM: Limited degradation of service, a limited number of users or functions affected, a business process can continue.
• LOW: Small service degradation does not affect business-critical systems and often impacts only a single user.

Priority	Response Time	Resolution Time	Escalation Threshold
Critical	Within 1 hours	ASAP – Best Effort	30 Min
High	Within 2 hours	ASAP – Best Effort	2 Hour
Medium	Within 24 hours	Not Defined	4 Hour
Low	Within 48 hours	Not Defined	8 Hour

2.4. Technical Response Time: Is defined as the maximum amount of time it will take for a technician to start working on a problem and contact the client. This also pertains if the technician is on-site as well.

2.5. Escalation Threshold: Is defined as the maximum amount of time it will take for a technician to involve a more senior technician or if a third-party client vendor is involved. This also pertains if the technician is on-site as well.

2.6. Term of Contract.

The term for this contract shall commence on the effective date of this agreement and continue for a duration of two (2) years. Upon completion of the initial term, this contract shall automatically renew for additional one-year periods, unless either party provides 60 days’ notice in writing to the other party expressing the intent to terminate the contract without renewal. If proceeding to terminate the contract, please read section 5.3.

2.7. Terms and Agreement: Monthly Recurring Contract Audit and Adjustment

This Terms and Agreement document outlines the procedures and conditions under which audits will be conducted for clients under a monthly recurring contract with CoreRecon. The purpose of these audits is to ensure accurate billing based on the number of computers (workstations, laptops, and servers) being serviced.

1. Audit Policy:
   • An audit will be conducted periodically to ascertain the exact number of computers being serviced under the monthly recurring contract.
   • The audit will identify any additions or removals of computers since the last billing cycle.
2. Timing of Audits:
   • Audits will be scheduled at regular intervals, or as deemed necessary by CoreRecon.
3. Adjustment of Monthly Recurring Contract:
   • Following each audit, the monthly recurring contract will be adjusted to reflect the current number of computers.
   • Adjustments will be made to account for any additions or removals of computers since the last billing cycle.
4. Billing Adjustments:
   • Adjustments to the billing will take effect in the month following the audit.
   • The adjusted monthly fee will replace the previous recurring invoice amount.
5. Client Responsibilities:
   • Clients are responsible for informing CoreRecon of any changes in the number of computers between audits.
   • Failure to report changes may result in discrepancies during the audit, potentially affecting the billing.
6. Dispute Resolution:
   • In case of disputes regarding audit findings, clients must provide appropriate documentation or evidence to support their claim.
   • CoreRecon will review the dispute and make a final determination.
7. Acceptance of Terms:
   • By continuing to use our services under the monthly recurring contract, clients agree to these terms and conditions.
   • Clients are encouraged to contact CoreRecon for any clarifications or concerns regarding these terms.

III. CONSIDERATION

3.1. Cost of Services. The cost of services shall be outlined in each scope of work agreement, purchase order or agreement, or service level agreement.

3.2. Time and Manner of Payment. For undertakings that include a month-to-month or other continuing service, payments by Customer shall be due on the fifteenth day of each month that services will be provided. If the fifteenth day of a month falls on a weekend, federal or state holiday, or any other day on which banks are regularly closed, payment will be due on the first business day following the fifteenth day of the month. If payment is received for monthly services past the fifteenth day, then a late payment fee will be added. Clients have between the 1st through the 15th of each month to provide payment for monthly services to CoreRecon.

3.3. Certain Purchase Orders. If an undertaking requires or calls for the purchase of goods, including programs or applications, on Customer’s behalf, Customer will be responsible for full payment of the goods before CoreRecon ordering, purchasing, or acquiring the goods on Customer’s behalf. Such a requirement does not apply to goods in sufficient supply in CoreRecon’s inventory.

IV. WARRANTIES

4.1. WAIVER OF WARRANTIES.

4.1.1. CORERECON MAKES NO GUARANTEES OR WARRANTIES, IMPLIED OR EXPLICIT, OTHER THAN THOSE SPECIFICALLY IDENTIFIED ABOVE, TO THE CUSTOMER OR ITS AGENTS, REGARDING THE PRODUCTS OR SERVICES PROVIDED UNDER OR PURSUANT TO THIS CONTRACT. SUCH IMPLIED WARRANTS NOT PROVIDED INCLUDE, BUT ARE NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED USE OF FITNESS FOR A PARTICULAR PURPOSE, OR OTHER SUCH WARRANTIES.

4.1.2. SUCH A WAIVER OF WARRANTIES DOES NOT APPLY TO ANY MANUFACTURER’S WARRANTIES PROVIDED BY THE MANUFACTURER, DISTRIBUTOR, DESIGNER, OR OTHER PARTY INVOLVED IN THE MANUFACTURING, SHIPPING, MARKETING, OR INSTALLATION OF SUCH GOODS.

4.1.3. GOODS PROVIDED PURSUANT TO THIS CONTRACT ARE PROVIDED AS IS.

4.1.4. CUSTOMER HAS READ AND HEREBY ACKNOWLEDGES THE WAIVER OF WARRANTIES PROVISION OF THE CONTRACT.

V. DISPUTES

5.1. Agreement to Mediate. The Parties agree that prior to the commencement of any suit related to this contract or the services provided in accordance with this contract, the Parties will engage in good faith mediation. The Parties further agree that each party will provide all documents reasonably necessary to effectively mediate any disputes, including but not limited to: invoices reflecting costs or damages, reports, estimates for repair or replacement, and other documents reasonably necessary to effectively mediate. The cost for the meditator shall be equally borne by each Party. The Parties acknowledge that the purpose of mediating is to quickly and cost-effectively resolve disputes in an amicable manner.

5.2. Liquidated Damages. The parties agree that in the event of a breach of contract by either party, damages would be difficult to calculate. Accordingly, the parties agree that, unless caused by a circumstance described under section 1.9, or factual or legal impossibility, the parties will be entitled to damages under the following provisions.

5.2.1. CoreRecon, LLC: In the event that Customer breaches a contract or scope of work agreement, seeks early termination, or refuses to pay, CoreRecon shall be entitled to 100% of the remaining contract value, determined by the actual amount that Customer would pay through the end of the contract. For example, if Customer would pay $1000 per month for twelve (12) months, and six (6) months remain to be paid under the contract, Customer would be responsible for paying CoreRecon 100% of the remaining months. If CoreRecon has performed all or substantially all tasks as set out in a scope of work agreement or provided all goods where applicable, Customer shall be responsible for 100% of the contract value plus any court costs or attorney’s fees incurred in the collection thereof. For undertakings that involve buying hardware for Customer, Customer shall be responsible for 100% of the cost of goods purchased or ordered on their behalf at the time of ordering or purchasing.

5.2.2. Customer: In the event that CoreRecon fails to perform under this contract, Customer is limited to damages equivalent to the amount Customer spends on services in order to restore Customer to a state in which operations can continue. For example, if a Customer must hire a third-party company to restore systems to an operating state and pays $2,500 for services, CoreRecon would owe the max amount of $1,500. However, such amount shall be limited to a reasonable amount, considering market costs, actual damages that would be borne to the Customer without repair, and the amount of time CoreRecon would need in order to comply. Under no circumstances shall CoreRecon be responsible for the cost of replacement goods as liquidated damages. However, such amount shall be offset by the amount Customer would pay to CoreRecon without the breach or failure to perform.

5.2.3. Duty to Mitigate. The customer has a duty to mitigate its damages by acting in a reasonable and prudent manner. As such, Customer has a duty to seek from CoreRecon the services or products necessary to restore Customer’s system to an operating state. The customer shall further allow CoreRecon a reasonable amount of time to respond before seeking third-party services.

5.2.4. Notice. Prior to seeking damages, each party must provide reasonable notice to the other party of its intentions within thirty (30) days prior to seeking damages. After receiving such notice, if possible, the breaching party is permitted a reasonable time to restore itself to compliance under this contract. However, such time to restore shall not exceed thirty (30) days.

5.2.5. Deadline to pay. The parties agree that the amounts owed under this provision shall be due within forty-five (45) days after receiving notice of intent to collect from the other party if such breaching party has not restored itself to compliance under the contract. Under no circumstances does this provision extend deadlines to perform under this contract.

5.3. Termination of MSA/Contract.

If the client decides to terminate the contract and fails to provide the required 60-day notice, the client shall be liable to pay an additional termination fee of $1,500.00 plus taxes of 8.25% to CoreRecon. This payment shall be due and payable to CoreRecon on the date of the letter of termination provided by the client. After payment of the additional amount of $1,500.00 and the last monthly invoice, CoreRecon will then provide all runbook information of the client’s network environment.

It is the client’s responsibility to ensure that the notice of termination is delivered in writing and received by CoreRecon within the stipulated 60-day period. CoreRecon shall not be held liable for any delays or failures in communication resulting in the client’s inability to provide the required notice within the specified timeframe.

Upon termination of the contract, whether by expiration of the initial term or by providing the requisite notice, all services and support provided by CoreRecon shall cease, and the client shall no longer be entitled to any benefits or access to CoreRecon’s offerings.

Any outstanding payments owed by the client to CoreRecon at the time of termination shall remain due and payable in accordance with the agreed-upon terms of the contract.

CoreRecon reserves the right to terminate this contract at any time without cause by providing the client with a written notice of termination, effective immediately. In such cases, the client shall not be liable for any additional fees or penalties.

By entering into this contract, the client acknowledges and agrees to abide by the terms and conditions outlined herein, including the requirement of a 60-day notice for termination without renewal and the financial consequences associated with failure to comply with this notice provision.

5.3.1. Terms and Conditions for Leased Equipment

1. Agreement to Lease: The client acknowledges and agrees that by leasing equipment, software, or any related items through CoreRecon, they are bound by the terms and conditions set forth herein.

2. Return Policy: Upon termination of the lease agreement, the client is obligated to return the leased equipment, software, or any related items to CoreRecon within a grace period of thirty (30) days. The return process must comply with any specific instructions provided by CoreRecon to ensure the items are returned in their original condition, with reasonable wear and tear excepted.

3. Condition of Returned Items: The leased items must be returned in good working order, subject to reasonable wear and tear. CoreRecon reserves the right to assess the condition of the returned items to determine if additional fees may be applicable for damages beyond reasonable wear and tear.

4. Failure to Return: In the event that the leased equipment, software, or related items are not returned within the stipulated thirty (30) days post-lease termination, the client shall be liable to purchase the non-returned items at their full price cost.

5. Upcharge for Non-Return: Additionally, a failure to return the leased items within the designated timeframe will incur a mandatory upcharge of fifty percent (50%) of the full-price cost of the equipment, software, or related items. This upcharge reflects the final equipment cost, compensating for the depreciation and loss of use during the non-return period.

6. Payment Terms: Payment of the final equipment cost, including any applicable upcharge, must be completed within a specified period from the date of invoice issuance by CoreRecon. Failure to adhere to these payment terms may result in further penalties or legal action.

7. Amendments: CoreRecon reserves the right to amend these terms and conditions at any time. Any such amendments will be communicated to the client in writing.

8. Governing Law: These terms and conditions shall be governed by and construed in accordance with the laws of the jurisdiction in which CoreRecon operates, without giving effect to any principles of conflicts of law within Nueces County in the State of Texas.

By leasing equipment, software, or any related items from CoreRecon, the client agrees to be bound by these terms and conditions, acknowledging their responsibilities and the consequences of non-compliance.

If any equipment, software, etc. is leased through CoreRecon, the client will be provided 30 days to return the equipment, software, etc. to CoreRecon or the client shall pay full price cost of equipment, software, etc. with a 50% upcharge for a final equipment cost.

5.3.2. Notice of Cancellation from CoreRecon to Client:

Introduction: This policy outlines the terms of service and operational hours for clients of CoreRecon who are currently under a Letter of Notice for service termination. This includes clients within 30 days of ceasing their services with CoreRecon or those who have a specified termination date within the notice period.

Policy Statement: Clients who have received a Letter of Notice from CoreRecon regarding the termination of services are subject to modified service conditions. Effective immediately upon receipt of the notice, the client’s access to CoreRecon services and support will be limited to the following terms:

1. Service Hours: CoreRecon will provide services and support exclusively from Monday to Friday, between the hours of 8:00 AM and 5:00 PM. These hours are based on the local time zone where the services are provided.
2. After-Hours Services: Under this notice, clients will not have access to after-hours services. This includes any support requests or service calls made outside of the specified operating hours of 8:00 AM to 5:00 PM, Monday through Friday.
3. Non-Work Days: Services and support will not be available on weekends (Saturday and Sunday) or on any public holidays recognized in the jurisdiction where the service is provided. Clients will not be able to place service calls or requests during these non-work days.
4. Emergency Services: No exceptions will be made for after-hours or non-work day service requests, including emergencies. Clients are encouraged to contact CoreRecon within the specified service hours for any issues or support needs.
5. Client Responsibilities: Clients under a Letter of Notice are responsible for arranging any necessary services or support within the specified operating hours. It is also the client’s responsibility to ensure that any critical issues are addressed during these hours.
6. Notice Period: This policy is effective immediately upon the client receiving a Letter of Notice and will remain in effect until the cessation of services on the specified termination date or until 30 days have passed, whichever comes first.

CoreRecon is committed to providing quality service to all clients. This policy is designed to ensure clarity and fairness for clients under a Letter of Notice regarding the availability and scheduling of services during their notice period. Clients are encouraged to plan accordingly and reach out to CoreRecon within the specified service hours for assistance.

5.3.3. CoreRecon Client Data Transfer Policy:

1. Policy Purpose

The purpose of this policy is to establish clear and secure procedures for the transfer of client information/data to a new Managed Service Provider (MSP) or IT personnel following the termination of a service contract with CoreRecon. This policy ensures that all transitions are handled professionally, securely, and in compliance with applicable data protection laws.

2. Policy Scope

This policy applies to all clients of CoreRecon, including those who wish to terminate their contract with CoreRecon and transfer their service to another MSP or in-house IT personnel.

3. Payment Requirement

CoreRecon requires the settlement of the last monthly payment or the final payment from a terminated contract by the client before initiating any transfer of client information/data to a new MSP or IT personnel.

4. Notification Requirement

To proceed with the transfer of client information/data, CoreRecon requires:

• Written Notification: A formal notification by the client, indicating the intention to transfer services to a new provider. This notification must include the effective date of service termination by either party (if the client received a termination of services letter from CoreRecon, then the date of the letter must be indicated in the formal notification).
• New Provider Details: The client must provide the name and contact information of the new MSP or IT personnel. This information should include the company name (if applicable), contact person, email address, and phone number.
• Authorization: An explicit authorization from the client, permitting CoreRecon to transfer all client information/data to the new MSP or IT person. This authorization must be sent to CoreRecon either by email at info@CoreRecon.com or by mail to CoreRecon’s mailing official address.

5. Data Transfer Process

Upon receiving the final payment and all required notifications and authorizations as specified above, CoreRecon will initiate the data transfer process. CoreRecon will:

• Verify the identity and legitimacy of the new MSP or IT personnel.
• Ensure that all client information/data is securely packaged and encrypted for transfer.
• Provide the new MSP or IT personnel with instructions for decrypting and accessing the transferred data.
• Confirm the successful transfer and accessibility of all client information/data to the new provider.

6. Security and Compliance

CoreRecon commits to handling all client information/data with the utmost care, ensuring that the transfer process complies with all relevant data protection and privacy laws. CoreRecon will take all necessary precautions to prevent unauthorized access or disclosure of client data during the transfer process.

7. Amendments

This policy may be updated or amended from time to time to reflect changes in legal requirements or CoreRecon’s operational procedures. Clients will be notified of any significant changes to this policy.

8. Contact Information

For any questions or concerns regarding this policy, please contact CoreRecon at:

Email: info@CoreRecon.com
Phone: 361-248-3258
Address: CoreRecon, LLC., 500 N. Shoreline Blvd., Suite 111, Corpus Christi, Texas 78401

By adhering to this policy, CoreRecon ensures a smooth and secure transition of services for our clients, safeguarding their interests and data integrity throughout the process.

5.4. Indemnity. Customer hereby agrees to indemnify and hold harmless CoreRecon, its agents, employees, and owners from any harm caused by CoreRecon, its agents, employees, and owners, including but not limited to any negligent act or omission by CoreRecon, its agents, employees, and owners.

5.5. Harassment. The Parties shall be responsible for the training and prevention of harassment, including sexual harassment, by its employees. The Parties shall take reasonable steps to prevent harassment by any employee. If an employee of either party believes he or she is being harassed by an employee of the other party, the complaining party shall notify the other party within 48 hours of such complaint being received. Upon receipt of such complaint, the receiving party shall promptly investigate and take responsible steps to eliminate future harassment, which may include termination of the harassing employee. Failure to take reasonable steps may result in the Party or its employee being responsible for damages related to the harassment.

5.6. Time is not of the Essence. The parties agree, that unless otherwise stated, time is not of the essence in each undertaking.