Common use of Software Hosting Clause in Contracts

Software Hosting. 3.1 The Retailer shall host and maintain the Software and the related hardware throughout the Term of this Agreement. The Supplier specifically acknowledges that the Retailer's hosting and maintenance obligations hereunder extend to the Retailer and the Supplier's complete web presence at the Sites and to the hosting and maintenance of the server(s) hosting the same, and that the service level commitments contained herein shall extend to all elements of the Sites. 3.2 The Retailer agrees that the servers, hardware and third party software used to host or service the Software shall be maintained by the Retailer at its sole cost and expense, in accordance with the budgets prepared pursuant to the Agreement. 3.3 The Retailer shall provide monthly reports regarding site activity in such detail and by such means as Supplier may reasonably require. 3.4 The Supplier shall not have any access to the hosting servers, the Software or the facilities in which same are maintained except: (a) Supplier shall have the ability to post and access electronically "real-time" transaction-specific; and (b) Supplier shall have the right, upon reasonable notice and during normal business hours, to have representatives escorted by the Retailer's employees tour the premises where the hosting servers and Software are located to the extent reasonably necessary to ensure the Retailer's compliance with this Agreement. 3.5 The Retailer shall be responsible for input of transaction-specific data into the Software as is necessary for the purposes of this Agreement through such means as specified by the Service Provider from time to time. The Retailer and the Supplier, as the case may be, hereby grant the Service Provider a royalty-free right and license to use and to modify such data as may be necessary in the provision of the Services to be provided by the Service Provider under the Agreement to which this Schedule is attached.