Infringement Alternatives Sample Clauses

Infringement Alternatives. If the Software is, or in NC4's opinion is likely to become, the subject of a claim, suitor proceeding for infringement, NC4 may (a) procure, at no cost to Licensee, the right to continue use of the Software, {b) replace or modify the Software, at no cost to Licensee, with alternative software that has essentially the same functionality, or {c) if the right to continue use cannot be reasonably procured for Licensee or cannot be replaced or modified to make it non-infringing, NC4 may terminate the License for such Software, remove the Software and grant Licensee a refund credit thereon based on the time remaining in the then-current license term. NC4 shall have no liability with respect to infringement of any proprietary right, except as set forth in this Section I0.3 and Section 10.2. Limitation of Liabili IN NO EVENT SHALL NC4 OR ITS LICENSORS OR SUBCONTRACTORS OR ANY OF TFIEIR SUBSIDIARIES BE LIABLE FOR LOSS OF DATA OR SYSTEM USE, DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, LOSS OR INACCURACY OF DATA, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES !N CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE, NC4'S PROVISION OF THE SERVICES, OR THIS AGREEMENT, UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. THIS LIMITATION SHALL APPLY EVEN IF NC4 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED H$REIN. IN NO EVENT SHALL THE TOTAL LIABILITY OF NC4 AND ITS SUBSIDIARIES, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, EXCEED THE FEES PAID BY LICENSEE FOR THE SOFTWARE OR SERVICES, ON A PER-ORDER BASIS, WHICH ARE THE DIRECT CAUSE OF THE DAMAGES OR LIABILITY CLAIMED. IN NO EVENT SHALL NC4 HAVE ANY LIABILITY FOR LICENSEE'S USE, MISUSE OR FAILURE TO USE THE SOFTWARE. NC4 Public Sector [.[.C ~ Miami Bcach (06.08.07) (X. Xxxxxxx) 12.
Sample 1Sample 2
AutoNDA by SimpleDocs
Infringement Alternatives. Should an element of the deliverables become, or be likely to become, the subject of an infringement claim, Contractor shall (i) procure for the City the right to continue using the same, or (ii) replace or modify it to make it non-infringing, provided that the replacement or modification performs the same functions and matches or exceeds the performance and functionality of the original deliverable. In the event that neither (i) nor (ii) above is commercially practicable, Contractor shall refund the fees paid therefor pro rata on a five-year straight line amortized basis.
Sample 1
Infringement Alternatives. If any Software Product is, or in Owner's reasonable opinion is likely to become, the subject of a claim, suit or proceeding of Infringement (an "Infringing Product"), Owner may (a) procure for Remarketer, at no cost to Licensee, the right to continue to use the Infringing Product, or (b) replace or modify the infringing portions of the Infringing Product, at no cost to Remarketer, to make the Infringing Product non-infringing, provided that the same functions are provided by the replacement to or modification of the Infringing Product.
Sample 1

Related to Infringement Alternatives

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.

Time is Money Join Law Insider Premium to draft better contracts faster.