Terms of Use

Terms and Conditions and Master Service Agreement (version 4.23) Updated: January 2, 2025

Right to Modify Agreement

CoreRecon, LLC. reserves the right to amend, modify, or update this Master Service Agreement (MSA) and its Terms and Conditions at any time, at its sole discretion, with or without prior notice. Any such changes shall become effective immediately upon being posted on CoreRecon, LLC.’s official website or otherwise communicated to clients. Continued use of CoreRecon, LLC.’s services following such changes constitutes acceptance of the amended terms.

Legal Enforceability

This Master Service Agreement and its Terms and Conditions, including any amendments, are intended to be legally binding and enforceable under the laws of the United States of America, in all states within the United States, and, to the fullest extent permitted by law, in other countries and jurisdictions worldwide.

Acceptance Upon Execution

By signing any contract, agreement, or statement of work with CoreRecon, LLC., the client or potential client expressly acknowledges and agrees to be bound by this Master Service Agreement and all related Terms and Conditions, as may be amended from time to time. This acceptance includes all current and future terms set forth in the MSA.

Client Responsibility

Clients and potential clients are responsible for regularly reviewing the Master Service Agreement and Terms and Conditions, available at https://www.CoreRecon.com/terms, to remain informed of any updates or modifications. Prior to entering into any service contract, CoreRecon, LLC. will inform clients or potential clients of the location of these terms and conditions, including the Master Service Agreement, through appropriate means such as verbal communication, email, or invoices.

Failure by the client to review the Master Service Agreement or Terms and Conditions does not constitute fault or liability on the part of CoreRecon, LLC. CoreRecon, LLC. shall not be held liable for any misunderstanding or lack of awareness regarding the content of these agreements. Upon signing any contract with CoreRecon, LLC., the client is deemed to have accepted and agreed to all terms and conditions, including any amendments. Should a client disagree with any amended terms, it is their responsibility to discontinue use of CoreRecon, LLC.’s services immediately.

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 a limited purpose. Any unauthorized disclosure, use, reproduction, or transmission is expressly prohibited without the prior written consent of CoreRecon.

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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.

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 the 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 uptime 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. Also, please read Section VII (7) for more details.

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 WARRANTY 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 mediator 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 a 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 the Customer would pay $1000 per month for twelve (12) months, and six (6) months remain to be paid under the contract, the 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 the Customer, the 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 maximum amount of $1,500. However, such amount shall be limited to a reasonable amount, considering market costs, actual damages that would be borne by 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.

5.4. Payment Terms and Client Liability

1. Payment Due Date and Timeliness

All payments for services rendered by CoreRecon under monthly contracts must be submitted on or before the 15th of each month. Clients are responsible for ensuring that payments are made in full and on time, according to the invoice and payment instructions provided by CoreRecon.

2. Missed or Skipped Payments Due to Administrative Errors

CoreRecon strives for accuracy in all bookkeeping, auditing, and payment tracking. However, clients acknowledge that, in rare cases, errors in CoreRecon’s internal systems or spreadsheet software may result in missed or skipped invoices for a month or more. If such an error occurs and is later identified, the client remains fully liable for any outstanding amounts owed for services provided during the affected period.

3. Repayment Structure for Outstanding Balances

Upon notification of a missed or skipped payment, the client agrees to repay the full outstanding balance. If immediate full payment is not feasible, CoreRecon may, at its discretion, allow the client to structure repayment over the remainder of the year, with the outstanding amount added to subsequent outgoing invoices until the balance is paid in full.

4. Payments After Contract Termination

If a contract is terminated-whether by providing the required 60-day or, where applicable, 30-day notice-any outstanding balances must still be settled. CoreRecon will issue a new invoice for the remaining amount, and the client agrees to continue monthly payments until the balance is cleared, regardless of the contract’s status.

5. Acknowledgement and Agreement

By entering into a monthly contract with CoreRecon, the client acknowledges and agrees to these payment terms, including liability for any missed payments due to administrative errors and the obligation to settle all outstanding balances as specified above.

If any undisputed fees or charges for professional services (including but not limited to penetration testing, incident response and forensics, software deployment and configuration, managed security services, monitoring, and compliance-related services) remain unpaid after the due date stated on the applicable invoice, such non-payment will constitute a material breach of these Terms. CoreRecon may charge interest on overdue amounts at the maximum rate permitted by applicable law, in addition to any collection costs, court costs, and reasonable attorneys’ fees incurred in pursuing payment.suspension of services clause​

If undisputed fees remain unpaid after CoreRecon has issued one or more payment reminders and a written final notice specifying a cure period (for example, ten to thirty days, as allowed by law and your master agreements), CoreRecon may, in its sole discretion and without liability to the client, suspend some or all services until all overdue amounts are paid in full. Suspension may include, without limitation, pausing monitoring, alerting, incident response, vulnerability assessment activities, and access to any portals, reports, or deliverables that are not already legally required to be delivered.master service agreement reference​

6.1. Termination for Persistent Non-Payment

If the client fails to cure a non-payment breach within the stated cure period after CoreRecon’s final notice, CoreRecon may terminate some or all applicable statements of work, orders, or the underlying master agreement for cause, in addition to pursuing all other remedies available at law or in equity. Termination for non-payment does not relieve the client of its obligation to pay all amounts accrued and payable for services already performed, including work-in-progress, expenses, and any applicable early termination or minimum-commitment fees.failure to make payments clause​

Upon suspension or termination for non-payment, CoreRecon’s obligation to provide any further security, monitoring, incident response, or related services immediately ceases, and the client acknowledges that its environment will no longer be under CoreRecon’s active protection or surveillance. Any resumption of services after a suspension will be subject to full payment of all outstanding undisputed amounts and may require a new security assessment and onboarding at the current rates before CoreRecon resumes monitoring or other services.security management legal terms​

6.2. Effect on Data, Access, and Infrastructure

Upon suspension or termination for non-payment, CoreRecon may disable or remove its tools, agents, configurations, integrations, and credentials from the client’s systems, except to the extent prohibited by applicable law or contractual obligations with third parties. The client is solely responsible for promptly implementing any alternative security, monitoring, backup, and incident-response measures once CoreRecon services are suspended or terminated, and for preserving any data or logs it wishes to retain, to the extent technically and legally permissible.key business contract clauses​

CoreRecon will not intentionally expose, sell, or “release” the client’s confidential information, logs, or data to unauthorized parties as a consequence of non-payment, and will continue to handle such information in accordance with its confidentiality and data protection obligations and applicable law. However, CoreRecon may retain, use, or disclose data as reasonably necessary to exercise or enforce its rights (for example, in connection with billing disputes, collections, or legal proceedings), subject to confidentiality obligations and legal requirements.

6.3. Limitation of Liability After Suspension or Termination

The client expressly acknowledges and agrees that CoreRecon has no responsibility or liability for any security incident, data loss, business interruption, or other harm that occurs during any period in which services are suspended or after services are terminated due to the client’s non-payment. This includes, without limitation, any future data breaches, data leakage, compromise of credentials, dark web exposure, ransomware attacks, business email compromise, or other cyber attacks affecting the client’s systems, data, or users after such suspension or termination.professional services liability reference​

To the maximum extent permitted by applicable law, CoreRecon’s aggregate liability arising out of or related to services provided prior to suspension or termination for non-payment will be limited in accordance with the limitation-of-liability provisions in CoreRecon’s master service agreement or other governing contract with the client. Nothing in this section is intended to limit liability that cannot be limited under applicable law, or to disclaim responsibility for CoreRecon’s own willful misconduct or gross negligence where such limitation or disclaimer would be unenforceable.

6.4. Non-Payment and Collection; Venue

If the client fails to pay any undisputed fees or charges for professional services (including, without limitation, penetration testing, digital forensics, software deployment and configuration, managed security, monitoring, and compliance services) by the due date specified on the applicable invoice, such failure will be deemed a material breach of these Terms. CoreRecon may assess late fees, interest on overdue amounts at the maximum rate permitted by applicable law, and reasonable costs of collection, including attorneys’ fees and court costs.

If CoreRecon notifies the client in writing (including by email) of past-due amounts and the client fails to make full payment of all undisputed sums within fifteen (15) business days after the date of such notice, CoreRecon may, in its sole discretion and without limiting any other rights or remedies, refer the matter to its legal department for formal collection and enforcement action. The client acknowledges and agrees that CoreRecon’s election to pursue legal remedies may include filing suit, engaging third-party collection agencies, and pursuing any other remedies available at law or in equity.

6.5. Legal Action and Jurisdiction

The client agrees that any legal action, claim, or proceeding arising out of or relating to unpaid fees, charges, or other amounts owed to CoreRecon for professional services rendered will be brought exclusively in the state or federal courts located in Nueces County, Texas. The client irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue or forum non conveniens with respect to actions brought in these courts.

All collection actions, enforcement of judgments, and related legal proceedings for non-payment will be managed through CoreRecon’s legal department or its designated outside counsel. The client further agrees to reimburse CoreRecon for all reasonable attorneys’ fees, court costs, and enforcement expenses incurred in connection with the collection of any past-due amounts, to the fullest extent permitted by applicable law.

6.6. Effect on Ongoing Services

CoreRecon’s decision to initiate legal action for non-payment is in addition to, and not in lieu of, its rights to suspend or terminate services for material breach as provided elsewhere in these Terms. Suspension or termination for non-payment may occur before, during, or after the commencement of legal proceedings and does not limit CoreRecon’s right to recover all amounts due and owing. The client remains responsible for all fees incurred for services rendered up to the effective date of any suspension or termination, as well as any minimum commitments, early termination fees, or other contractual charges that apply.

VII. 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.

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 the full price cost of the equipment, software, etc., with a 50% upcharge for the final equipment cost.

VIII. 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.

IX. 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 official mailing 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.

9. Indemnity. Customer hereby agrees to indemnify and hold harmless CoreRecon, its agents, employees, and owners from any third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use of CoreRecon’s services; (b) Customer’s breach of this Agreement; (c) any act or omission by Customer, its employees, agents, or contractors; or (d) any violation of applicable law by Customer. THIS INDEMNIFICATION DOES NOT APPLY TO, AND CUSTOMER SHALL HAVE NO OBLIGATION TO INDEMNIFY CORERECON FOR, ANY CLAIMS ARISING FROM CORERECON’S OWN GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL WRONGDOING.

10. 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 a 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.

X. REPRESENTATIONS AND WARRANTIES

A. Each party represents and warrants as follows with respect to this Agreement and each Addendum and Schedule:

(i) it has the right and authority to enter into such agreements and to perform its obligations as described therein; (ii) its execution and the performance by it of its obligations thereunder, does not and will not violate any law, court order or other agreement or obligation to which it is a party or by which it is otherwise bound; and (iii) its execution has been duly authorized by all necessary corporate action of such party and they constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, in each case except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights in general.

B. In addition, CoreRecon represents and warrants as follows:

(i) The Services and the Software will conform to their respective functional and technical specifications. Such specifications are subject to amendment, from time to time, by CoreRecon, in which case the Services and Software will conform to their modified respective functional and technical specifications. This warranty shall not extend to Software or Services which has been altered, changed, or modified in any way not permitted by the provisions of this Agreement.

(ii) Subject to the exceptions described in this Agreement, CoreRecon represents and warrants that the Equipment and any additional equipment that is maintained by CoreRecon or its designee, will be in good working order during the period it is maintained by CoreRecon hereunder and will, in all material respects, operate in accordance with the material specifications set forth in CoreRecon’s user manuals,. Such material specifications in the user manuals are subject to amendment, from time to time, by CoreRecon, in which case the Equipment and any additional equipment that is maintained by CoreRecon or its designee will conform to the modified material specifications. This warranty shall not extend to Equipment and/or additional equipment that has been subjected to misuse, neglect, or accident, which shall have been altered or repaired other than by CoreRecon or its designee, or which has experienced any of the problems described in this Agreement or in the Product Guide which cause such warranty to be inapplicable;.

(iii) Good title to the Equipment purchased from CoreRecon shall be transferred to the Client, free and clear of all liens, claims, encumbrances, and security interests whatsoever.

(iv) The configuration of the ASP Managed Services acquired by Client on the date hereof as set forth on the Schedule(s) to the MSA is sufficient to run the Application Programs subscribed by Client on the date hereof at the locations set forth in the Schedule executed on the date hereof for the initial term of such Schedule, provided that Client: (x) provides CoreRecon with Client’s current computing usage requirements; and (y) uses the CoreRecon DMS and Application Programs in accordance with CoreRecon’s standard operating procedures as outlined in CoreRecon’s technical user documentation.

(v) If the configuration capacity of any ASP Managed Services is not sufficient, then CoreRecon will provide, at no charge, the additional disk capacity or modifications to the Client’s ASP Managed Services required to operate the Application Programs in accordance with CoreRecon’s standard operating procedures.

(vi) All Equipment purchased on the date hereof and installed at Client’s location will be the latest make and model available to CoreRecon from its preferred hardware manufacturer or distributor that CoreRecon obtains for general release to its clients, unless otherwise stated in the Schedule as refurbished, reconditioned, or used.

C. In addition, Client represents and warrants as follows:

(i) Client owns, and will continue to own throughout the term of this Agreement, either directly or through subsidiaries that it controls, the business operations at each and every site where the Products and Services are used, and is responsible for any charges incurred at such sites;

(ii) It is not, nor will it be, on the U.S. Treasury Department’s OFAC (Office of Foreign Asset Control) list of entities with which U.S. companies are forbidden to conduct business; and

(iii) It owns (or otherwise has all necessary rights to) any materials (including, but not limited to, website and advertising content) provided by it to CoreRecon in connection with the Products and Services, and such materials do not and will not (x) violate any law, statute, ordinance or regulation or (y) infringe upon or misappropriate any copyright, patent, trademark, trade secret or other intellectual property right of any third party.

D. Each of the foregoing representations and warranties by the parties shall be continuing and shall be deemed remade concurrently with the execution of each additional Addendum or Schedule.

E. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITH RESPECT TO THE PRODUCTS AND SERVICES, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EACH PARTY WAIVES THE RIGHT TO RELY UPON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH HEREIN.

XI. LIMITATION OF LIABILITY.

A. CoreRecon’s sole obligation and Client’s sole remedy in case of any breach of CoreRecon’s representations and warranties set forth in Section X above shall be for CoreRecon: (i) to use reasonable efforts to correct any Services or Software which is not in compliance with the warranties provided in Section X.B.(i) above; and/or (ii) to repair or replace, at CoreRecon’s option, any defective item of Equipment which is not in compliance with the warranties set forth in Section X.B.(ii) above.

B. CoreRecon shall not have any liability under this Agreement for any money damages resulting from claims made by Client or any third party for any and all causes covered by Section XI.A. above. CoreRecon’s sole liability under this Agreement for money damages resulting from claims made by Client or any third party arising from or related to any and all causes not covered by Section XI.A. above shall not exceed the lesser of (i) the amount of actual damages incurred by Client, or (ii) an amount which will not exceed one month’s average total monthly charges paid by Client for the particular Products or Services as to which Client’s claim relates during the 12 months preceding the month in which the damage or injury is alleged to have occurred, or such lesser number of months if Client has not received 12 months of the applicable Products or Services. Such damages shall be the full extent of CoreRecon’s monetary liability under this Agreement, regardless of the form in which any such legal or equitable claim or action may be asserted against CoreRecon and shall constitute Client’s sole monetary remedy. No action, regardless of form or legal theory asserted, arising out of, related to, or in connection with this Agreement may be brought more than one year after the cause of action has arisen.

C. CoreRecon shall not be liable or deemed to be in default for any delay or failure to perform under this Agreement or for interruption to the Products or Services resulting directly or indirectly from any cause beyond CoreRecon’s reasonable control.

D. As used in Sections XI.A., XI.B., and XI.C. above, the term “CoreRecon” shall be deemed to include each third party that provides CoreRecon with any portion of the Products and Services. Each such third party is an intended third party beneficiary of Client’s undertakings hereunder, but shall not have any direct or indirect liability to Client for monetary damage hereunder.

E. IN NO EVENT WILL CORERECON BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, HARM TO REPUTATION OR FOR ANY LOSS OR INTERRUPTION TO CLIENT’S BUSINESS, WHICH CLIENT MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF CORERECON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

XII. Time is not of the Essence.

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