SPINWELL. GLU and the Customer therefore wish to enter into a contract in accordance with theprovisions of this Agreement.
SPINWELL. GLU hereby grants to the Customer the right and license to use the SPINWELL-GLU.WareSoftware and Documentation throughout the Territory for the Permitted Use inaccordance with the terms and conditions of this Agreement. The rights and licenses hereby granted are non-exclusive, royalty-free, irrevocable, non- transferable, except as otherwise set forth herein, and will be fully paid up upon the Customer’s payment of the License Fee in accordance with the Schedule 1: Hosted Services Particulars.
SPINWELL. GLU shall provide the Maintenance Services in accordance with Schedule 4 (Maintenance SLA).
SPINWELL. GLU shall create a back-up copy of the Customer Data daily, shall ensure that each such copy is sufficient to enable SPINWELL-GLU to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for thirty (30) days following which SPINWELL-GLU shall destroy the copy.
SPINWELL. GLU shall ensure that all instructions given by SPINWELL-GLU in relation to the matters contemplated in this Agreement will be given in writing by a SPINWELL- GLU Representative to aCustomer Representative, and the Customer:
SPINWELL. GLU must collect and collate electronic evidence (scanned copies of the original evidence) of all Expenses, and must retain such evidence during the Term and for a period of ninety (90) days following the end of the Term.
SPINWELL. GLU shall take reasonable steps to ensure the reliability of any SPINWELL-GLU personnel who have access to the Customer Personal Data. Without prejudice to this general obligation, SPINWELL-GLU shall ensure that all relevant SPINWELL-GLU personnel are informed of the confidential nature of the Customer Personal Data, and are aware of SPINWELL-GLU's duties in respect of that Personal Data.
SPINWELL. GLU hereby undertakes that, at the date of entering into this Agreement, itself, its directors, officers or employees or its authorized affiliates, and directors, officers or employees of its authorized affiliates have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with this Agreement and that SPINWELL-GLU and its authorized affiliates have taken reasonable measures to prevent their subcontractors, agents or any other thirdparties, subject to their control or determining influence, from doing so.
SPINWELL. GLU shall give to the Customer at least 10 Business Days' prior written notice of theapplication of an Upgrade to the Platform.
SPINWELL. GLU shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term. In addition, SPINWELL-GLU shall provide a special telephone number for the Customer to report critical Hosted Services Defects outside of BusinessHours.
