Advice; Instructions Clause Samples

Advice; Instructions. From time to time, we may provide you with specific advice and directions related to the Services (“Advice”). (For example, our Advice may include upgrading the Environment’s server or hard drive capacity or replacing obsolete equipment.) You are strongly advised to promptly follow our advice which, depending on the situation, may require you to make additional purchases or investments in the Environment or the location in which the Environment is maintained, at your sole cost. We are not responsible for any problems or issues (such as downtime or security-related issues) caused by your failure to promptly follow our Advice. If, in our discretion, your failure to follow our Advice renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable SOW for cause by providing notice of termination to you. Unless specifically and expressly stated in a SOW, any services required to remediate issues caused by your failure to follow our Advice or directions, or your unauthorized or unilateral modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements, are out-of-scope and not covered under any SOW.

Advice; Instructions. From time to time, we may provide you with specific advice and directions related to the Services (“Advice”). For example, our Advice may include increasing server or hard drive capacity, increasing CPU power, replacing obsolete equipment, or requesting that you refrain from engaging in acts that disrupt the Environment or that make the Environment less secure. You are strongly advised to promptly follow our advice which, depending on the situation, may require you to make additional purchases or investments in the Environment at your sole cost. We are not responsible for any problems or issues (such as downtime or security-related issues) caused by your failure to promptly follow our Advice. If, in our discretion, your failure to follow our Advice renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable Services for cause by providing notice of termination to you. Unless specifically and expressly stated in writing by us (such as in a SOW), any services required to remediate issues caused by your failure to follow our Advice, or your unauthorized modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements, are out-of-scope.

Advice; Instructions. From time to time, we may provide you with specific advice and directions related to our provision of the Services or the maintenance or administration of the System. (For illustrative purposes, such advice or directions may include installing cooling mechanisms or environmental controls in a server room, increasing the System’s server or hard drive capacity, replacing obsolete equipment, etc.). You agree to promptly follow and implement any directions we provide to you related to the Services which, depending on the situation, may require you to make additional purchases or investments in the System or the environment in which the System is maintained, at your sole cost. ▇▇▇▇ will not be responsible for any System downtime caused by your failure to promptly follow ▇▇▇▇’▇ advice or directions. If your failure to follow or implement ▇▇▇▇’▇ advice renders part or all of the Services economically or technically unreasonable in ▇▇▇▇’▇ discretion, then ▇▇▇▇ may terminate the applicable SOW for cause by providing notice of termination to you. Any services required to correct or remediate issues caused by your failure to follow ▇▇▇▇’▇ advice or directions, as well as any services required to bring the System up to the Minimum Requirements, will be billed to you at ▇▇▇▇’▇ then-current hourly rates, as provided in the applicable SOW.

Advice; Instructions. From time to time, we may provide you with specific advice and directions related to our provision of the Services or the maintenance or administration of the System. (For example, our advice or directions may include increasing the System’s server or hard drive capacity or replacing obsolete equipment.) You agree to promptly follow and implement any directions we provide to you related to the Services which, depending on the situation, may require you to make additional purchases or investments in the System or the environment in which the System is maintained, at your sole cost. HCTG will not be responsible for any System downtime caused by your failure to promptly follow HCTG’s advice or directions. If your failure to follow or implement our advice renders part or all of the Services economically or technically unreasonable to provide in HCTG’s discretion, then HCTG may terminate the applicable SOW for cause by providing notice of termination to you. Unless specifically and expressly stated in a SOW, any services required to remediate issues caused by your failure to follow HCTG’s advice or directions, or your unauthorized modification of the System, as well as any services required to bring the System up to or maintain the Minimum Requirements, are not covered under any SOW and will be out-of-scope.

Advice; Instructions. From time to time, Usherwood may provide Client with specific advice and directions related to the Services (“Advice”). Client is strongly advised to promptly follow ▇▇▇▇▇▇▇▇▇’▇ Advice which, depending on the situation, may require Client to make additional purchases or investments in the Environment at Client’s sole cost. Usherwood is not responsible for any problems or issues (such as downtime or security-related issues) caused by Client’s failure to promptly follow the Advice. If, in ▇▇▇▇▇▇▇▇▇’▇ discretion, Client’s failure to follow the Advice renders part or all of the Services economically or technically unreasonable to provide, then, in addition to Usherwood’s termination rights elsewhere herein, Usherwood may terminate the applicable Statement of Work by providing notice of termination to Client. Unless specifically and expressly stated in a Statement of Work, any services required to remediate issues caused by Client’s failure to follow the Advice, or Client’s unauthorized modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements, are out-of-scope.

Advice; Instructions. From time to time, we may provide you with specific advice and directions related to the Services (“Advice”). For example, our Advice may include increasing server or hard drive capacity, increasing CPU power, replacing obsolete equipment, upgrading licenses, replacing unsupported software or acquiring a vendor support agreement, or refraining from engaging in acts that disrupt the Environment or that make the Environment more or less secure. You are strongly advised to promptly follow our Advice which, depending on the situation, may require you to make additional purchases or investments in the Environment at your sole cost. We are not responsible for any problems or issues (such as downtime or security-related issues) caused by your failure to promptly follow our Advice. If, at our discretion, your failure to follow our Advice renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable Quote for cause by providing notice of termination to you. Unless specifically and expressly stated in a Quote, any services required to remediate issues caused by your failure to follow our Advice, or your unauthorized modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements, are out-of-scope.

Advice; Instructions. From time to time, we may provide you with specific advice and directions related to the Services. (For example, our advice or directions may include increasing storage capacity, replacing obsolete devices or equipment, transitioning to a cloud service, or deploying a new software solution.) You are strongly advised to promptly follow and implement any such advice which, depending on the situation, may require you to make additional purchases or investments in the System or the environment in which the System is maintained, at your sole cost. We will not be responsible for any problems or issues (such as System downtime or security-related issues) caused by your failure to promptly follow our advice. If, in our discretion, your failure to follow or implement our advice renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable SOW for cause by providing notice of termination to you. Unless specifically and expressly stated in a SOW, any services required to remediate issues caused by your failure to follow Super Techs Onsite’s advice or directions, or your unauthorized modification of the System, as well as any services required to bring the System up to or maintain the Minimum Requirements, are out-of-scope and not covered under any SOW. Our advice and directions (the “Advice”) will be based upon the relevant industry standards and practices, relevant industry information, and general best practices (“Relevant Information”) in effect as of the date on which such the Advice is rendered. The Advice will be based upon and reflect our good faith interpretation and understanding of the Relevant Information and is provided to you with the understanding that the Relevant Information may be subject to differing reasonable interpretations. We do not claim, warrant, or guarantee that the Advice will be error-free, appropriate under all circumstances or contingencies, or that changes to the Relevant Information will not render the Advice unusable in part or in whole.

Advice; Instructions. From time to time, we may provide you with specific advice and directions related to our provision of the Services or the maintenance or administration of the Environment. (For example, our advice or directions may include adjusting the Environment’s scalability, performance and reliability.) You are hiring us for our knowledge and expertise. For that reason, we strongly advise that you follow and implement any directions we provide to you related to the Services. Depending on the situation, we may suggest that you make additional purchases or investments in the Environment, at your sole cost. We will not be responsible for any problems or issues (such as system downtime or security-related issues) caused by 1 Calian Corp., Confidential 2024 Revised 09/18/2024 your failure to promptly follow our advice or directions. If failure to follow or implement our advice makes it economically or technically unreasonable for us, in good faith, to continue to provide the Services to you, then we reserve the right to suspend the Services immediately without notice and/or terminate the applicable SOW for cause by providing notice of termination to you. Unless specifically and expressly stated in a SOW, any services required to remediate issues caused by your failure to follow our advice or directions, or your unauthorized modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements, are not covered under any SOW and will be out-of-scope.

Advice; Instructions. The Escrow Agent may consult with and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be fully protected in taking, suffering or omitting to take any action in reliance on said advice; the Escrow Agent may rely absolutely upon the joint instruction of Itron and the Stockholders' Representative and shall be fully protected in taking, suffering or omitting to take any action in reliance on such joint instruction; the Escrow Agent shall be fully protected in acting upon any written notice, instruction, direction, request or other communication, paper or document which the Escrow Agent believes to be genuine, and shall have no duty to inquire into or investigate the validity, accuracy or content thereof.