Common use of Managed Services Clause in Contracts

Managed Services. 3.1 Valto will provide the Managed Services with due care, skill and ability during the Term unless earlier terminated in accordance with this Agreement. 3.2 Valto shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Work Order. Any dates and timescales specified in the Work Order for performance of a Supplier obligation are estimates only and time shall not be of the essence. 3.3 The Customer shall not store, distribute or transmit any material through the Managed Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment; and, or (e) is otherwise illegal or causes damage or injury to any person or property, and Valto reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clause. 3.4 The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or authorised by the Customer). 3.5 The Customer must take reasonable measures to ensure it does not jeopardise Services supplied to third parties on the same shared access infrastructure as notified to the Customer by Valto in writing. This includes informing ▇▇▇▇▇ promptly in the case of a denial-of-service attack or distributed denial-of- service attack. In the event of any such incident, ▇▇▇▇▇ will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 3.6 The Customer shall not provide the Managed Services to third parties without the prior written consent of Valto. 3.7 The Customer acknowledges that Valto may at any time, with the Customer’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where Valto has a licencing responsibility for software installed on the Customer server. Any such costs relating to such incorporation shall be at the Customer’s sole cost and expense. 3.8 The Customer acknowledges that certain conditions outside of Valto’s control may adversely impact the ability of Valto to perform functions of the Managed (a) failure of Customer Hardware, software or operating system; (b) partial or full failure of Third-Party Software; (c) network connectivity issues between Customer server and Valto’s monitoring platform; and/or (d) network connectivity issues between Customer server and third party products. 3.9 Valto reserves the right to: (a) modify Valto's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on Valto's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, Valto shall notify the Customer and the Parties shall follow the Change Request. 3.10 Valto will not provide the Managed Service, and bear no liability, in respect of defects or errors: (a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier; (b) resulting from incorrect use of the Third-Party Software ; (c) for any reason external to the Third-Party Software including, but not limited to, failure of electrical supplies or natural disasters; and (d) resulting from the inter-relationship between the Third-Party Software and any other software not supported by Supplier. 3.11 The Managed Services acquired by the Customer under the Agreement are solely for the Customer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing or set out in the Works Order. 3.12 Valto may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if Valto in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, Valto will provide the Customer notice of what actions the Customer must take to reinstate the Managed Services. If the Customer fails to take such actions within a reasonable time, Valto may terminate the applicable Managed Services. 3.13 Notwithstanding the foregoing, Valto does not warrant that the Customer's use of the Managed Services and Products (if applicable) will be: (a) free from faults, interruptions or errors; (b) available one hundred percent (100%) of the time.

Managed Services. 3.1 Valto will provide the Managed Services with due care, skill and ability during the Term unless earlier terminated in accordance with this Agreement. 3.2 Valto shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Work Order. Any dates and timescales specified in the Work Order for performance of a Supplier obligation are estimates only and time shall not be of the essence. 3.3 The Customer shall not store, distribute or transmit any material through the Managed Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images;; and/or (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment; and, or (e) is otherwise or any other illegal or causes damage or injury to any person or property, and Valto reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clauseactivities. 3.4 The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or authorised by the Customer). 3.5 The Customer must take reasonable measures to ensure it does not jeopardise Services supplied to third parties on the same shared access infrastructure as notified to the Customer by Valto ▇▇▇▇▇ in writing. This includes informing ▇▇▇▇▇ promptly in the case of a denial-of-service attack or distributed denial-of- service attack. In the event of any such incident, ▇▇▇▇▇ will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 3.6 The Customer shall not provide the Managed Services to third parties without the prior written consent of Valto. 3.7 The Customer acknowledges that Valto may at any time, with the Customer’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where Valto ▇▇▇▇▇ has a licencing responsibility for software installed on the Customer server. Any such costs relating to such incorporation shall be at the Customer’s sole cost and expense. 3.8 The Customer acknowledges that certain conditions outside of Valto▇▇▇▇▇’s control may adversely impact the ability of Valto to perform functions of the ManagedManaged Services and as a result, Valto disclaims any and all liability resulting from or related to such conditions. Examples of such conditions are listed below: (a) failure of Customer Hardware, software or operating system; (b) partial or full failure of Third-Third Party Software; (c) network connectivity issues between Customer server and Valto’s monitoring platform; and/or (d) network connectivity issues between Customer server and third party products. 3.9 Valto reserves the right to: (a) modify Valto's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on Valto's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, Valto shall notify the Customer and the Parties shall follow the Change Request. 3.10 Valto will not provide the Managed Service, and bear no liability, in respect of defects or errors: (a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier; (b) resulting from incorrect use of the Third-Party Software ; (c) for any reason external to the Third-Party Software including, but not limited to, failure of electrical supplies or natural disasters; and (d) resulting from the inter-relationship between the Third-Party Software and any other software not supported by Supplier. 3.11 The Managed Services acquired by the Customer under the Agreement are solely for the Customer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing or set out in the Works Order. 3.12 Valto may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if Valto in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, Valto will provide the Customer notice of what actions the Customer must take to reinstate the Managed Services. If the Customer fails to take such actions within a reasonable time, Valto may terminate the applicable Managed Services. 3.13 Notwithstanding the foregoing, Valto does not warrant that the Customer's use of the Managed Services and Products (if applicable) will be: (a) free from faults, interruptions or errors; (b) available one hundred percent (100%) of the time.

Managed Services. 3.1 Valto The Supplier will provide the Managed Services with due care, skill and ability during the Term unless earlier terminated in accordance with the terms of this AgreementAgreement and the Statement of Work. 3.2 Valto The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Work Order. Any dates and timescales specified in the Work Order for performance Statement of a Supplier obligation are estimates only and time shall not be of the essenceWork. 3.3 The Customer Client shall not access, store, distribute or transmit any material through the Managed Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities; and, orand/or (e) is otherwise illegal or causes damage or injury to any person or property, and Valto the Supplier reserves the right, without liability or prejudice to its other rights to the CustomerClient, to disable the Customer’s Client's access to any material that breaches the provisions of this Clause. 3.4 The Customer Client shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or authorised by the CustomerClient). 3.5 The Customer Client must take reasonable measures to ensure it does not jeopardise Services services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by Valto the Supplier in writing. This includes informing ▇▇▇▇▇ the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, ▇▇▇▇▇ the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 3.6 The Customer Client shall not provide the Managed Services to third parties unless otherwise indicated in the Statement of Work or otherwise without the prior written consent of Valtothe Supplier. 3.7 The Customer Client acknowledges that Valto the Supplier may at any time, with the CustomerClient’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where Valto the Supplier has a licencing responsibility for software installed on the Customer Client server. Any such costs relating to such incorporation shall be at the CustomerClient’s sole cost and expense. 3.8 The Customer Client acknowledges that certain conditions outside of Valtothe Supplier’s control may adversely impact the ability of Valto the Supplier to perform functions of the ManagedManaged Services and as a result, the Supplier disclaims any and all liability resulting from or related to such conditions. Examples of such conditions are listed below: (a) failure of Customer HardwareClient hardware, software or operating system; (b) partial or full failure of Third-Third Party SoftwareServices; (c) network connectivity issues between Customer server Local System Components and Valtothe Supplier’s monitoring platform; and/or ; (d) network connectivity issues between Customer server Local System Components and its third party products.party’s servers.. 3.9 Valto The Supplier reserves the right to: (a) modify Valtothe Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on Valtothe Supplier's obligations or performance under the Agreement Contract and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, Valto the Supplier shall notify the Customer Client and the Parties shall follow the Change Request. 3.10 Valto The Supplier will not provide the Managed Service, and bear no liability, in respect of defects or errors: (a) resulting from any modifications or enhancements of the Third-Third Party Software Services not made by Supplier; (b) resulting from incorrect use of the Third-Third Party Software Services in scenarios other than those intended by Microsoft or other third parties; (c) for any reason external to the Third-Third Party Software Services including, but not limited to, failure of electrical supplies or natural disasters; and (d) resulting from the inter-relationship between the Third-Third Party Software Services and any other software not supported by Supplier. 3.11 The Managed Services acquired by the Customer Client under the Agreement Contract are solely for the CustomerClient’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing or set out in the Works Orderwriting. 3.12 Valto The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if Valto the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, Valto the Supplier will provide the Customer Client notice of what actions the Customer Client must take to reinstate the Managed Services and/or Third Party Services. If the Customer fails Client fail to take such actions within a reasonable time, Valto the Supplier may terminate the applicable Managed ServicesService. 3.13 Notwithstanding The Supplier is entitled to amend the foregoingterms of this Agreement in order to reflect any changes and updates received from its Third Parties Suppliers or otherwise if the Supplier has reasonable grounds for such amendment. Hereunder, Valto does not warrant that the Customer's use Supplier may reasonably change prices, contents of the Managed Services and Products (if applicable) will be: (a) free from faultsServices, interruptions service hours or errors; (b) available one hundred percent (100%) of the timeservice levels.

Managed Services. 3.1 Valto 5.1 The Supplier will provide the Managed Services with all due care, skill and ability during the Term unless earlier terminated in accordance with this Agreementfor any reason. 3.2 Valto 5.2 The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the any Service Level Arrangements as stated in the Work Order. Any dates and timescales specified in the Work Order for performance of a Supplier obligation are estimates only and time shall not be of the essenceProposal. 3.3 5.3 The Customer Client shall not store, distribute or transmit any material through the Managed Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images;; and/or (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment; and, or (e) is otherwise or any other illegal or causes damage or injury to any person or property, and Valto reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clauseactivities. 3.4 5.4 The Customer Client shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or authorised by the CustomerClient). 3.5 5.5 The Customer Client must take reasonable measures to ensure it does not jeopardise Services services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by Valto the Supplier in writing. This includes informing ▇▇▇▇▇ the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, ▇▇▇▇▇ the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 3.6 5.6 The Customer Client shall not provide the Managed Services to third parties without the prior written consent of Valtothe Supplier. 3.7 5.7 The Customer Client acknowledges that Valto the Supplier may at any time, with the CustomerClient’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where Valto the Supplier has a licencing responsibility for software installed on the Customer Client server. Any such costs relating to such incorporation shall be at the CustomerClient’s sole cost and expense. 3.8 5.8 The Customer Client acknowledges that certain conditions outside of Valtothe Supplier’s control may adversely impact the ability of Valto the Supplier to perform functions of the ManagedManaged Services (a) failure of Customer HardwareClient hardware, software or operating system; (b) partial or full failure of Third-Third Party Software; (c) network connectivity issues between Customer Client server and Valtothe Supplier’s monitoring platform; and/or and/or (d) network connectivity issues between Customer Client server and third party Third Party products. 3.9 Valto 5.9 The Supplier reserves the right to: (a) modify Valtothe Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on Valtothe Supplier's obligations or performance under the Agreement Contract and its provision of the Managed Services or the any Service Level Arrangements. If such changes will have an adverse effect, Valto the Supplier shall notify the Customer and the Parties shall follow the Change RequestClient. 3.10 Valto 5.10 The Supplier will not provide the Managed Service, and bear no liability, in respect of defects or errors: (a) resulting from any modifications or enhancements of the Third-Third Party Software not made by Supplier; (b) resulting from incorrect use of the Third-Third Party Software in scenarios other than those intended by third parties; (c) for any reason external to the Third-Third Party Software including, but not limited to, failure of electrical supplies or natural disasters; and (d) resulting from the inter-relationship between the Third-Third Party Software and any other software not supported by Supplier. 3.11 The Managed Services acquired by the Customer under the Agreement are solely for the Customer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing or set out in the Works Order. 3.12 Valto may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if Valto in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, Valto will provide the Customer notice of what actions the Customer must take to reinstate the Managed Services. If the Customer fails to take such actions within a reasonable time, Valto may terminate the applicable Managed Services. 3.13 Notwithstanding the foregoing, Valto does not warrant that the Customer's use of the Managed Services and Products (if applicable) will be: (a) free from faults, interruptions or errors; (b) available one hundred percent (100%) of the time.

Managed Services. 3.1 Valto The Supplier will provide the Managed Services with all due care, skill and ability during the Term unless earlier terminated in accordance with this Agreementfor any reason. 3.2 Valto The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Work Order. Any dates and timescales specified in the Work Order for performance of a Supplier obligation are estimates only and time shall not be of the essenceService Specification. 3.3 The Customer Client shall not store, distribute or transmit any material through the Managed Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images;; and/or (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment; and, or (e) is otherwise or any other illegal or causes damage or injury to any person or property, and Valto reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clauseactivities. 3.4 The Customer Client shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or that Client has authorised by to use the Customer)Managed Services. 3.5 The Customer Client must take reasonable measures to ensure it does not jeopardise Services services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by Valto the Supplier in writing. This includes informing ▇▇▇▇▇ the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, ▇▇▇▇▇ the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 3.6 The Customer Client shall not provide the Managed Services to third parties without the prior written consent of Valtothe Supplier. 3.7 The Customer Client acknowledges that Valto the Supplier may at any time, with the CustomerClient’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where Valto the Supplier has a licencing responsibility for software installed on the Customer Client server. Any such costs relating to such incorporation shall be at the CustomerClient’s sole cost and expense. 3.8 The Customer Client acknowledges that certain conditions outside of Valtothe Supplier’s control may adversely impact the ability of Valto the Supplier to perform functions of the ManagedManaged Services. Examples of such conditions are listed below: (a) failure of Customer Client Hardware, software or operating system.; (b) partial any upgrades to Third Party Software which the Client has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or full failure restricted depending on how many previous upgrades the Client did not adhere to. For the avoidance of Third-doubt, the Supplier excludes any and all liability in relation to the Services in the event the Client has not complied with any requirement to upgrade the Third Party SoftwareSoftware and the Managed Services fail as a consequence of this; (c) network Network connectivity issues between Customer Client server and Valtothe Supplier’s monitoring platform; and/or ; (d) network Network connectivity issues including but not limited to downtime or maintenance time between Customer Client server and third party productsMicrosoft’s systems. 3.9 Valto The Supplier reserves the right to: (a) modify Valtothe Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on Valtothe Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, Valto the Supplier shall notify the Customer Client and the Parties shall follow the Change Request. 3.10 Valto will not provide the Managed Service, and bear no liability, in respect of defects or errors: (a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier; (b) resulting from incorrect use of the Third-Party Software ; (c) for any reason external to the Third-Party Software including, but not limited to, failure of electrical supplies or natural disasters; and (d) resulting from the inter-relationship between the Third-Party Software and any other software not supported by Supplier. 3.11 The Managed Services acquired by the Customer under the Agreement are solely for the Customer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing or set out in the Works Order. 3.12 Valto may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if Valto in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, Valto will provide the Customer notice of what actions the Customer must take to reinstate the Managed Services. If the Customer fails to take such actions within a reasonable time, Valto may terminate the applicable Managed Services. 3.13 Notwithstanding the foregoing, Valto does not warrant that the Customer's use of the Managed Services and Products (if applicable) will be: (a) free from faults, interruptions or errors; (b) available one hundred percent (100%) of the time.

Managed Services. 3.1 Valto The Supplier will provide the Managed Services with all due care, skill and ability during the Term term of the Agreement unless earlier terminated in accordance with this Agreementfor any reason. 3.2 Valto The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Work Order. Any dates and timescales specified in the Work Order for performance of a Supplier obligation are estimates only and time shall not be of the essenceService Specification. 3.3 The Customer Client shall not store, distribute or transmit any material through the Managed Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images;; and/or (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment; and, or (e) is otherwise or any other illegal or causes damage or injury to any person or property, and Valto reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clauseactivities. 3.4 The Customer Client shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or that Client has authorised by to use the Customer)Managed Services. 3.5 The Customer Client must take reasonable measures to ensure it does not jeopardise Services services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by Valto the Supplier in writing. This includes informing ▇▇▇▇▇ the Supplier promptly in the case of a denial-of-service attack or distributed denialdenial- of-of- service attack. In the event of any such incident, ▇▇▇▇▇ the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 3.6 The Customer Client shall not provide the Managed Services to third parties without the prior written consent of Valtothe Supplier. 3.7 The Customer Client acknowledges that Valto the Supplier may at any time, with the CustomerClient’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where Valto the Supplier has a licencing responsibility for software installed on the Customer Client server. Any such costs relating to such incorporation shall be at the CustomerClient’s sole cost and expense. 3.8 The Customer Client acknowledges that certain conditions outside of Valtothe Supplier’s control may adversely impact the ability of Valto the Supplier to perform functions of the ManagedManaged Services. Examples of such conditions are listed below: (a) failure of Customer Client Hardware, software or operating system.; (b) partial any upgrades to Third Party Software which the Client has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or full failure restricted depending on how many previous upgrades the Client did not adhere to. For the avoidance of Third-doubt, the Supplier excludes any and all liability in relation to the Services in the event the Client has not complied with any requirement to upgrade the Third Party SoftwareSoftware and the Managed Services fail as a consequence of this; (c) network Network connectivity issues between Customer Client server and Valtothe Supplier’s monitoring platform; and/or ; (d) network Network connectivity issues including but not limited to downtime or maintenance time between Customer Client server and third party productsMicrosoft’s systems. 3.9 Valto The Supplier reserves the right to: (a) modify Valtothe Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on Valtothe Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, Valto the Supplier shall notify the Customer Client and the Parties shall follow the Change Request. 3.10 Valto will not provide the Managed Service, and bear no liability, in respect of defects or errors: (a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier; (b) resulting from incorrect use of the Third-Party Software ; (c) for any reason external to the Third-Party Software including, but not limited to, failure of electrical supplies or natural disasters; and (d) resulting from the inter-relationship between the Third-Party Software and any other software not supported by Supplier. 3.11 The Managed Services acquired by the Customer under the Agreement are solely for the Customer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing or set out in the Works Order. 3.12 Valto may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if Valto in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, Valto will provide the Customer notice of what actions the Customer must take to reinstate the Managed Services. If the Customer fails to take such actions within a reasonable time, Valto may terminate the applicable Managed Services. 3.13 Notwithstanding the foregoing, Valto does not warrant that the Customer's use of the Managed Services and Products (if applicable) will be: (a) free from faults, interruptions or errors; (b) available one hundred percent (100%) of the time.