Terms and Conditions

Core3 Advisory Group, LLC (“Core3 Advisory Group,” “we,” “us,” or “our”) provides a range of professional consulting services, including but not limited to tax advisory, accounting, fractional CFO, bookkeeping, and other related services as may be introduced from time to time (collectively, the “Services”). In support of these Services, Core3 Advisory Group operates websites, applications, proprietary files, automated forms, and other technologies, as well as any other online services where these terms are presented (collectively, the “Platforms”).

These Terms of Service, together with any Statement of Work (“SOW”) and any additional written terms and conditions mutually agreed upon by you and Core3 Advisory Group concerning the Services and Platforms (collectively, the “Agreement”), form a legally binding contract between Core3 Advisory Group and you (the “User,” “you,” or “your”) governing your use of the Services and Platforms. We encourage you to read this Agreement carefully and in its entirety.

By accessing, using, or downloading any of the Services or Platforms, you acknowledge that you have read, understood, and agreed to be bound by this Agreement (the “Acceptance”). If you do not agree to the terms of this Agreement, you must not access or use the Services or Platforms.

PLEASE NOTE: SECTION 16 OF THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS REGARDING MANDATORY ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS.

 

1. Use of Services

You may access and use our Services and Platforms only if you are legally capable of entering into a binding contract and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. Use of the Services and Platforms is strictly prohibited where it would violate U.S. sanctions laws or the laws of your jurisdiction.

 

2. Scope of Services

The specific Services and Platforms to be provided by Core3 Advisory Group will be detailed in one or more written Statements of Work (“SOWs”) agreed to by both parties.

Core3 Advisory Group will perform the Services in accordance with the terms and timelines specified in the applicable SOW(s), and under the direction of your management. Your management remains solely responsible for all strategic and operational decisions, including but not limited to:
(i) setting or approving company policies,
(ii) evaluating the assumptions, results, and adequacy of the Services and Platforms, and
(iii) implementing any recommendations or findings derived from the Services.

We may act on instructions provided in any form—electronic, written, or oral—provided we reasonably believe such instructions were authorized by you or your representatives. You bear full responsibility for the legality and validity of all instructions given to us. We are not obligated to identify or propose services beyond those explicitly outlined in a mutually agreed SOW, though we may, at our discretion, offer additional services subject to separate terms and conditions. If any SOW references those additional terms, they are incorporated into this Agreement by reference.

You agree to maintain access to, and usage of, electronic accounting software (such as QuickBooks or similar), payroll platforms, and online banking tools as specified in your applicable SOW. You also acknowledge that certain third-party software tools (“Financial Software”) may be required to facilitate the Services. These may include, but are not limited to:

• Bill payment tools (e.g., Bill.com or similar)

• Inventory management tools (e.g., Cin7or similar)

• Expense reporting tools (e.g., Ramp or similar)

You agree to grant us at least read-only remote accountant access to any required Financial Software. If you do not already maintain an account with a required provider, you authorize us to create one on your behalf. Use of any Financial Software is subject to the terms of service of the respective third-party provider. By authorizing us to create or access such an account, you consent to those terms and policies.

We may prepare various deliverables (e.g., reports, models, budgets, confirmations) based on the Services rendered and your use of the Platforms, Financial Software, or other third-party services (“Third-Party Services”). In doing so, you acknowledge that:
(a) we are not obligated to independently verify the accuracy or completeness of any information provided by you or third parties, and
(b) we are not required to update any deliverables in response to subsequent changes in facts, unless expressly stated in an SOW.

If you choose to share or present any deliverables to third parties, you must do so independently, and not on behalf of Core3 Advisory Group. Any references to Core3 Advisory Group must be removed from the deliverables and any associated materials prior to such presentation.

 

3. Your Obligations

In order for us to provide the Services effectively, we require timely access to your corporate, financial, and related information, information technology systems or services, and your ongoing input and cooperation. You agree to provide all such access, information, and input promptly and to cooperate with us in good faith.

You further agree to provide accurate, complete, and truthful data, information, and assumptions. We may rely on the information you provide without independent verification unless expressly stated otherwise. You acknowledge that any delay, inaccuracy, or insufficiency in the information, access, or cooperation you provide may result in delays, limitations in the performance of the Services, or increased costs or fees.

For clarity, if our ability to perform the Services is delayed or obstructed due to any act or omission by you or your employees, agents, vendors, or consultants, we shall not be considered in breach of our obligations, nor shall we be liable for any resulting costs, charges, or losses incurred by you.

 

4. Modifications

We reserve the right, in our sole discretion, to modify or update the terms of this Agreement at any time. All such changes will take effect immediately upon posting and will apply to all current and future access to and use of the Platforms and Services. If material changes are made to the Agreement, we will provide notice by posting an announcement on the Platforms. The "Last Updated" date at the beginning of this Agreement reflects the date of the most recent changes.

It is your responsibility to review the Agreement periodically. Continued use of the Services or Platforms after any modifications shall constitute your acceptance of those changes.

We also reserve the right to suspend your access to the Platforms and Services if we become aware of any actual or potential security breach, system compromise, or breach of this Agreement involving our systems or those of our service providers.

 

5. Data Collection and Account Information

Core3 Advisory Group will collect, use, and share Customer Data in accordance with this Agreement, as may be amended from time to time. By entering into this Agreement, accessing the Platforms, or using the Services, you expressly consent to the collection and use of Customer Data, including the use and sharing of such data across different Services (e.g., using bookkeeping data for tax services) and in connection with necessary Third-Party Services.

To enhance and improve our Services and develop future offerings, you agree that we may conduct benchmarking analyses using aggregated and anonymized data from our customer base. These studies will not contain any information that identifies you or any of your users, customers, vendors, employees, or representatives. You consent to our use of Customer Data for this purpose.

If you provide us with login credentials (including usernames, passwords, or answers to security questions) or if we create an account on your behalf under Section 2, you:
(a) authorize us to use such credentials to access or integrate with the Platforms, Financial Software, or other Third-Party Services, and to retrieve, transfer, format, or manipulate data as necessary to perform the Services; and
(b) represent that you have the authority to grant such access.

We will store all Login Credentials in encrypted form and use them solely as authorized by this Agreement or as otherwise directed by you.

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6. Fees and Payment

a. Fees
The fees for the Services and access to the Platforms shall be as outlined in the applicable Statement of Work (“SOW”). The parties agree that the fee structure specified in each SOW will be binding and will govern compensation for Services provided, unless otherwise modified in writing and agreed to by both parties. In the event of any inconsistency between this Agreement and an SOW regarding fees, the SOW shall control.

Any additional costs or expenses not explicitly stated in an SOW must be pre-approved in writing by both parties. Likewise, any modifications to the fee structure must be mutually agreed to in writing. You are also responsible for maintaining any required Financial Software and for covering any associated subscription or usage fees necessary to facilitate the Services.

b. Payment
Unless otherwise specified in an SOW or agreed to in writing, Core3 Advisory Group will invoice you on a monthly basis, and payment will be made via automatic ACH/debit transaction from an account designated by you (the “Customer”). The Customer will be established upon execution of an SOW, and you authorize Core3 Advisory Group to debit the account for all fees due under the SOW, including any applicable processing fees.

You represent and warrant that the Customer is not used for personal, household, or family purposes. By authorizing ACH payments, you agree to comply with all applicable rules and regulations governing such transactions, including the NACHA Operating Rules.

All fees are exclusive of applicable taxes, which are your sole responsibility. You expressly authorize Core3 Advisory Group and/or its designated payment processor to initiate debit entries from the Customer for any amounts owed and to initiate correcting entries in the event of an error.

We reserve the right to suspend Services or restrict access to the Platforms if payment is past due. You are also responsible for any fees incurred on behalf of your Affiliates, as applicable. Except where otherwise stated in this Agreement or in an SOW, all payments are non-refundable and non-creditable.

We may require prepayment for any Services at our discretion. In the event of non-payment, you agree to reimburse us for all costs, including reasonable legal and collection fees, incurred in our efforts to collect any overdue amounts.

For purposes of this Agreement, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

 

7. Term and Termination

a. Term
This Agreement becomes effective upon your execution of an SOW or other formal Acceptance and shall remain in effect for as long as there are active SOWs in place (the “Term”). If you enter into this Agreement without executing an SOW, the Agreement shall remain in effect for a period of twelve (12) months from the date of Acceptance.

b. Termination and Withdrawal
Either party may terminate this Agreement upon the other party’s material breach, provided written notice is given and a thirty (30) day opportunity to cure is provided.

We may also:
(i) withdraw from providing some or all Services at any time by giving written notice to you via the contact information on file; or
(ii) suspend Services in the event of non-payment or other material breach.

If we terminate the Agreement or any Services for reasons other than your breach, you will receive a refund of any prepaid fees for unused periods of terminated Services. However, no refund shall be issued if termination is due to your breach, including non-payment or failure to provide timely access, data, or cooperation.

You may terminate this Agreement for any reason by providing at least thirty (30) days’ written notice. In the event of termination without cause, you will not be entitled to a refund of prepaid fees and agree to pay a break-up fee equal to one month’s fee as outlined in your most recent SOW.

You may discontinue use of the Services and Platforms at any time; however, such discontinuation will not entitle you to a refund of any prepaid fees.

c. Effect of Termination or Expiration
Upon termination or expiration of the Agreement or any specific Service, we are under no obligation to provide additional support or information production related to the terminated Services. Should we elect to provide such support, it will be billed at our then-current hourly rates.

We do not guarantee access to or availability of any documents or deliverables following termination. You are solely responsible for maintaining and safeguarding your records, including any necessary documentation for compliance with governmental or regulatory bodies. We reserve the right to withhold delivery of records or final work product until all outstanding payments have been made in full.

 

8. Intellectual Property

Except for the limited rights expressly granted in this Agreement, you retain all rights, title, and interest, including all associated intellectual property rights, in and to the Customer Data. You hereby grant Core3 Advisory Group and our subcontractors a limited, non-exclusive license to use the Customer Data solely as necessary to provide, maintain, protect, and improve the Services and Platforms, and to fulfill our obligations under this Agreement.

Except as otherwise expressly stated herein, we retain all rights, title, and interest, including all intellectual property rights, in and to our Platforms, software, and technology assets. During the Term, we grant you a limited, non-exclusive, non-transferable license to access and use our Platforms and technology solely to the extent required to receive the Services described in this Agreement. All rights not expressly granted to you are reserved by Core3 Advisory Group.

Each party represents and warrants that it has all necessary authority and consents to grant the rights and licenses set forth in this Section.

For purposes of this Agreement:

• “Intellectual Property Rights” means all intellectual property rights recognized under applicable law, including but not limited to patents, copyrights (including moral rights), trademarks, service marks, trade secrets, design rights, domain names, know-how, and similar rights, whether registered or unregistered.

• “Customer Data” means any data or information provided by you or at your direction for purposes of receiving the Services, including reports or summaries generated from such data for your benefit. For clarity, Customer Data does not include (a) industry knowledge developed by us, (b) general insights or inferences derived from aggregated customer data that does not identify you, (c) our proprietary Platforms or technology assets, or (d) our internal workpapers.

You may from time to time provide us with suggestions, ideas, feedback, or other input regarding our Services or Platforms ("Feedback"). You acknowledge and agree that we may use such Feedback without restriction or obligation to you. Accordingly, you grant Core3 Advisory Group a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, incorporate, disclose, and sublicense such Feedback for any purpose.

 

9. Third-Party Products and Services

Certain third-party tools, platforms, software, or services (“Third-Party Services”), including but not limited to Financial Software, may be required to enable or enhance the delivery of our Services or functionality of our Platforms. Any such Third-Party Services are subject to the terms and conditions of the respective third-party provider.

Core3 Advisory Group makes no warranties or representations regarding any Third-Party Services and expressly disclaims any liability arising from or related to your use of them, even if such services are identified in an SOW or described as “required,” “recommended,” or otherwise endorsed. Your use of Third-Party Services is at your own risk, and you are responsible for reviewing all applicable terms, conditions, and data use practices associated with those services.

For clarity, a “Third-Party Service” includes any software, cloud-based tool, integration utility, or service offering provided by an entity other than Core3 Advisory Group or our authorized subcontractors and does include any referenced Financial Software.

We encourage you to independently evaluate any Third-Party Service and ensure that it meets your business, legal, and regulatory needs before use.

 

10. Confidentiality

a. Definition of Confidential Information
For purposes of this Agreement, the party disclosing Confidential Information is referred to as the “Discloser,” and the party receiving it is the “Recipient.” “Confidential Information” includes all non-public, proprietary, or sensitive information disclosed by the Discloser (or its affiliates, subsidiaries, clients, or suppliers), whether oral, written, electronic, or otherwise, including but not limited to: methodologies, databases, marketing and business strategies, customer and supplier lists, financial results and data, pricing information, plans, technology, inventions, know-how, personnel data, trade secrets, patentable materials (whether filed or not), trademarks, service marks, and other intellectual property.

All information shared under this Agreement shall be presumed to be Confidential Information, whether or not labeled as such, and regardless of the medium in which it is delivered.

b. Obligations and Restrictions
The Recipient agrees to protect and maintain the confidentiality of the Discloser’s Confidential Information for a period of three (3) years from the date of initial disclosure, regardless of whether this Agreement is terminated earlier. However, Confidential Information that qualifies as a trade secret under applicable law shall remain protected for as long as it retains such status.

The Recipient may only use Confidential Information as necessary to fulfill its obligations under this Agreement and may not disclose such information to any third party without the prior written consent of the Discloser, except to:

• its own personnel, affiliates, or (in the case of Core3 Advisory Group) subcontractors or contractors,

• who have a legitimate need to know, and

• who are bound by written confidentiality obligations at least as protective as those in this Agreement.

The Recipient shall remain liable for any unauthorized use or disclosure by its personnel, affiliates, contractors, or subcontractors.

c. Exclusions
The obligations in this section do not apply to information that:
(i) becomes publicly known without breach of this Agreement;
(ii) was lawfully known by the Recipient before disclosure;
(iii) is independently developed by the Recipient without reference to the Confidential Information; or
(iv) is required to be disclosed by law, regulation, or legal process—provided the Recipient gives prompt written notice to the Discloser (unless prohibited by law) and cooperates in seeking a protective order or other remedy.

d. Ownership and Return of Information
All Confidential Information remains the sole property of the Discloser. Upon the Discloser’s request or termination of this Agreement (whichever occurs first), the Recipient shall promptly return or destroy all Confidential Information in its possession or control and, if requested, certify such destruction in writing. However, the Recipient may retain one archival copy solely for legal compliance, which will remain subject to the confidentiality obligations herein.

 

11. Personnel Non-Solicitation and Unfair Competition

You acknowledge that Core3 Advisory Group incurs significant, non-recoverable costs in recruiting, training, and deploying personnel for the Services and Platforms. In reliance on this, you agree that, during the Term of this Agreement and for a period of two (2) years thereafter, you will not, directly or indirectly, solicit for employment or engagement any current employee or contractor of Core3 Advisory Group who has been involved in providing Services to you ("Covered Personnel"). This restriction does not apply to individuals who respond to a general employment advertisement that is not specifically directed at Covered Personnel.

As a reasonable estimate of the damages and costs incurred by us—not as a penalty—you agree to pay Core3 Advisory Group the following amounts if you hire or engage any Covered Personnel in violation of this Section:

• $150,000 for each accountant,

• $250,000 for each controller,

• $350,000 for each CFO, and

• $75,000 for any other Covered Personnel not included above.

Additionally, you agree not to use the Services, Platforms, deliverables, or other materials provided under this Agreement to:
(i) develop a competing product or service, or
(ii) benchmark against a product or service not provided by Core3 Advisory Group.

 

12. Disclaimer of Status.

You understand and agree that Core3 Advisory Group is not a certified public accounting firm and does not itself provide any services that would require a license to practice public accounting, including, but not limited to, tax services or attestation services. You acknowledge that Core3 Advisory Group is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. You should seek the services of a duly licensed professional in connection with services requiring a license to practice public accounting. 

 

13. Disclaimer of Warranties

Except as expressly stated in this Agreement, the Services, Platforms, tools, and technology assets provided by Core3 Advisory Group (including those integrated with third-party applications) are provided “as is” and “as available.”

We, along with our affiliates, licensors, suppliers, distributors, and third-party service providers (collectively, the “Provider Entities”), make no warranties—express, implied, statutory, or otherwise—including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or quiet enjoyment.

We do not warrant that:

• the Services or Platforms will meet your specific requirements or expectations;

• the Services, Platforms, or tools will be timely, secure, uninterrupted, or error-free;

• any errors or defects will be corrected;

• the Services or results will be accurate, reliable, or compliant with any laws or legal obligations; or

• the Services or Platforms will be free of viruses or other harmful components.

You are solely responsible for evaluating the accuracy, usefulness, or sufficiency of any outputs, deliverables, or results generated by the Services or Platforms.

If applicable law does not permit the exclusion of certain warranties, any implied warranties are limited to a maximum period of sixty (60) days from the earlier of the (a) execution date of the relevant SOW, or (b) delivery of the applicable Service.

 

14. Limitation of Liability

The fees charged under this Agreement do not include any assumption of liability by the Provider Entities for incidental, consequential, punitive, special, or exemplary damages, or any other indirect damages of any kind—including loss of data, revenue, profits, business opportunity, or other economic advantage—regardless of the cause and whether arising in contract, tort, or otherwise.

Except for:

• amounts due and payable to us under this Agreement, and

• the indemnification obligations outlined in Section 15 below,

the maximum aggregate liability of either party to the other or any third party for any claims arising out of or in connection with this Agreement shall not exceed the greater of:

• the total fees you paid to us for the nonconforming Services during the six (6) months immediately preceding the claim, or

• one hundred U.S. dollars ($100).

The parties agree that the limitations and exclusions set forth in this section are a fundamental part of the pricing structure and risk allocation under this Agreement. If we were to assume any additional liability, fees for Services would be substantially higher.

Note: Certain jurisdictions do not permit limitations of liability or the exclusion of implied warranties. If such laws apply to you, the limitations in this Section may not fully apply.

 

15. Indemnification

You agree to defend, indemnify, and hold harmless the Provider Entities, and their respective officers, directors, employees, contractors, representatives, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• (a) your use of, or our provision of, the Services and Platforms (except to the extent caused by our gross negligence or willful misconduct);

• (b) your breach of this Agreement that results in harm to a third party;

• (c) any content, data, or materials you provide to us; or

• (d) any alleged infringement or misappropriation by you—or by a third party using your account—of any intellectual property or other proprietary rights of a third party.

We reserve the right, at our sole discretion, to assume exclusive control of the defense of any matter subject to indemnification by you. If we exercise this right, you agree to cooperate fully with us in asserting any defenses and responding to the claim or proceeding.

 

16. Dispute Resolution; Arbitration and Class Action Waiver

IMPORTANT: THIS SECTION CONTAINS A MANDATORY ARBITRATION AGREEMENT AND A WAIVER OF CLASS ACTION RIGHTS. PLEASE READ CAREFULLY.

a. Mandatory Arbitration

You and Core3 Advisory Group agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services—regardless of when it arises and including claims that predate this Agreement (a “Dispute”)—shall be resolved exclusively through final and binding arbitration, rather than in court, except as expressly provided below.

You may opt out of this arbitration agreement within thirty (30) days of your Acceptance of this Agreement—or within thirty (30) days of any updates to this Section—by sending written notice to:
- ksharma@core3advosiry
If you opt out of an update, the most recent previously agreed arbitration terms will continue to apply.

b. Informal Dispute Resolution

Before initiating arbitration, both parties agree to attempt to resolve any Dispute informally. To initiate this process:

• You must send written notice to ksharma@core3advisorygroup.com; and

• We will contact you using the email address associated with your account.

If the Dispute is not resolved within sixty (60) days, either party may proceed with arbitration. During this time, either party may request a settlement conference, and both agree to participate in good faith. Any applicable statute of limitations will be tolled during this informal dispute resolution process.

c. Arbitration Forum and Procedures

If a Dispute is not resolved informally, either party may commence arbitration through National Arbitration and Mediation (NAM) under its Comprehensive Dispute Resolution Rules and Procedures, including any applicable supplemental rules for mass filings (available at www.namadr.com).

• Arbitration will be conducted virtually via videoconference, unless the arbitrator determines an in-person hearing is necessary. In such cases, the hearing will take place in a location agreed upon by the parties, or, absent agreement, in the county of your residence.

• The arbitrator will be a retired judge or licensed attorney in the state of Delaware.

• The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

The arbitrator has authority to:

• Resolve all Disputes subject to arbitration;

• Rule on dispositive motions;

• Award any form of individual relief permitted by law; and

• Decide procedural questions related to the arbitration.

However, only the state or federal courts located in New Castle County, Delaware may determine the enforceability of the class action waiver and address any requests for public injunctive relief.

Neither party may disclose settlement offers to the arbitrator before a final award is issued.

d. Exceptions to Arbitration

This arbitration provision does not apply to:

• (i) Individual claims filed in small claims court, and

• (ii) Actions seeking injunctive or equitable relief to prevent unauthorized use of the Services or protect against intellectual property infringement or misappropriation.

e. Class Action and Jury Trial Waiver

You and Core3 Advisory Group agree that:

• All Disputes shall be resolved on an individual basis only;

• Class actions, mass arbitrations, class arbitrations, and representative actions are expressly prohibited;

• You may not act as a class representative or class member;

• Only individual relief may be awarded.

To the extent a claim for public injunctive relief is permitted under applicable law and cannot be arbitrated, such claim shall be severed and litigated in court after arbitration concludes for all other claims. This does not prevent either party from participating in a class-wide settlement if one is reached.

You and Core3 Advisory Group each knowingly and irrevocably waive any right to a jury trial in any legal proceeding relating to this Agreement.

f. Batch Arbitration

If 25 or more claimants, represented by the same or coordinated counsel, file substantially similar arbitration demands within a 90-day period:

• The claims will be grouped into batches of up to 50 claimants each for arbitration purposes.

• Each Batch will be treated as a single consolidated arbitration before one arbitrator with one hearing and one set of fees.

• Hearings will be conducted via videoconference unless otherwise determined by the arbitrator.

If this provision is deemed unenforceable for any particular claimant or Batch, those claims will be arbitrated individually.

g. Severability

If any portion of this Section 16 is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect. However, if the unenforceability would permit class arbitration or representative actions, then this entire Section 16 shall be null and void.

 

17. Miscellaneous

a. Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall not be affected or impaired in any way.

b. Assignment.
You may not assign or transfer this Agreement, in whole or in part, or any of your rights or obligations under it—including any claims or rights to pursue legal remedies—without our prior written consent. Any unauthorized assignment shall be null and void. Core3 Advisory Group may freely assign or transfer this Agreement, in whole or in part, including all rights and obligations hereunder.

c. Electronic Communication.
You agree to receive all notices and communications under this Agreement via the email address associated with your account. It is your responsibility to ensure that this email address remains current and accurate.

d. Entire Agreement; Amendments.
This Agreement (including all referenced Statements of Work and incorporated policies) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, communications, and agreements, whether oral or written. You acknowledge that you have not relied upon, and shall have no remedies in respect of, any statement or representation not expressly set forth herein. Except as otherwise specified, no modification or amendment to this Agreement shall be valid unless made in writing and signed by both parties, and it must explicitly state that it amends this Agreement.

e. Conflicts and Interpretation.
In the event of a conflict between the terms of this Agreement and an applicable Statement of Work, the terms of the Statement of Work shall govern with respect to the subject matter of that SOW. Section headings are for convenience only and shall not affect the interpretation of this Agreement. This Agreement shall not be interpreted against the drafter.

f. Relationship of the Parties.
The parties are independent contractors. Nothing in this Agreement shall be construed to create any employment, partnership, agency, joint venture, joint employment, or fiduciary relationship. You agree not to present or refer to our personnel as your employees, officers, agents, or representatives. Core3 Advisory Group enters into this Agreement in its own capacity and not on behalf of any Affiliate. No claims under this Agreement may be brought against any Affiliate of Core3 Advisory Group.

g. Publicity.
Neither party shall issue any public statement, press release, or marketing material that references the other party or discloses the terms of this Agreement without the prior written consent of the other party. However, while you are an active client, Core3 Advisory Group may include your name and logo in a customer list, presented in parity with other clients.

h. Waiver.
The failure or delay of either party to enforce any provision of this Agreement shall not constitute a waiver of that or any other right. A waiver must be in writing and signed by the party waiving its rights.

i. Force Majeure.
Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, pandemics, or disruptions in telecommunications or power supply.