Common use of Infringement Cures Clause in Contracts

Infringement Cures. Should Customer’s use of the Products, Subscription Services or Deliverables is determined, pursuant to an Infringement Claim, have infringed any third party intellectual property rights, or if in Axway’s reasonable judgment such use is likely to be infringing, Axway shall have the right, at Axway’s sole option and expense, to either: (a) procure for Customer the right to continue using the infringing Products, Subscription Services, or Deliverables or; (b) replace or modify such Products, Subscription Services, or Deliverables with a functionally equivalent replacement or modification so they become non-infringing. If neither (a) nor (b) is commercially reasonable in Axway’s reasonable opinion, Axway may (i) with respect to the uncured Professional Services, Axway may refund the prepaid fees for the relevant Deliverables or (ii) with respect to the purchased Subscription Services, Axway may terminate the access to the relevant Subscription Services and refund unused prepaid fees calculated against the remainder of the Subscription Term from the date of such termination. THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND AXWAY’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS.

Infringement Cures. Should Customer’s use of the Products, Subscription Services or Deliverables is determined, pursuant to an Infringement Claim, have infringed any third party intellectual property rights, or if in Axway’s reasonable judgment such use is likely to be infringing, Axway shall have the right, at Axway’s sole option and expense, to either: (a) procure for Customer the right to continue using the infringing Products, Subscription Services, or Deliverables or; (b) replace or modify such Products, Subscription Services, or Deliverables with a functionally equivalent replacement or modification so they become non-infringing. If neither (a) nor (b) is commercially reasonable in Axway’s reasonable opinion, Axway may (i) with respect to the uncured Professional Services, Axway may refund the prepaid fees for the relevant Deliverables or (ii) with respect to the purchased Subscription Services, Axway may terminate the access to the relevant Subscription Services and refund unused prepaid fees calculated against the remainder of the Subscription Subscrip tion Term from the date of such termination. THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND AXWAY’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS.

Infringement Cures. Should Customer’s use of the Products, Subscription Services or Deliverables is determined, pursuant to an Infringement Claim, have infringed any third party intellectual property rights, or if in Axway’s reasonable judgment such use is likely to be infringing, Axway shall have the right, at Axway’s sole option and expense, to either: (a) procure for Customer the right to continue using the infringing Products, Subscription Services, or Deliverables or; (b) replace or modify such Products, Subscription Services, or Deliverables with a functionally equivalent replacement or modification so they become non-infringing. If neither (a) nor (b) is commercially reasonable in Axway’s reasonable opinion, Axway may (i) with respect to the uncured Professional Services, Axway may refund the prepaid fees for the relevant Deliverables or (ii) with respect to the purchased Subscription Services, Axway may terminate the access to the relevant Subscription Services and refund unused prepaid fees calculated against the remainder of the Subscription Term from the date of such termination. THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND AXWAY’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS.THE

Infringement Cures. Should Customer’s use of the Products, Subscription Services or Deliverables is determined, pursuant to an Infringement Claim, have infringed any third party intellectual property rights, or if in Axway’s reasonable judgment such use is likely to be infringinginfringing , Axway shall have the right, at Axway’s sole option and expense, to either: (a) procure for Customer the right to continue using the infringing Products, Subscription Services, or Deliverables or; (b) replace or modify such Products, Subscription Services, or Deliverables with a functionally equivalent replacement or modification so they become non-infringing. If neither (a) nor (b) is commercially reasonable in Axway’s reasonable opinion, Axway may (i) with respect to the uncured Professional Services, Axway may refund the prepaid fees for the relevant Deliverables or (ii) with respect to the purchased Subscription Services, Axway may terminate the access to the relevant Subscription Services and refund unused prepaid fees calculated against the remainder of the Subscription Subscrip tion Term from the date of such terminationtermination . THE FOREGOING STATES CUSTOMERCUST OMER’S SOLE AND EXCLUSIVE REMEDIES AND AXWAY’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS.

Infringement Cures. Should Customer’s use of the Products, Subscription Services or Deliverables is determined, pursuant to an Infringement Claim, have infringed any third party intellectual property rights, or if in Axway’s reasonable judgment such use is likely to be infringinginfringing , Axway shall have the right, at Axway’s sole option and expense, to either: (a) procure for Customer the right to continue using the infringing Products, Subscription Services, or Deliverables or; (b) replace or modify such Products, Subscription Services, or Deliverables with a functionally equivalent replacement or modification so they become non-infringing. If neither (a) nor (b) is commercially reasonable in Axway’s reasonable opinion, Axway may (i) with respect to the uncured Professional Services, Axway may refund the prepaid fees for the relevant Deliverables or (ii) with respect to the purchased Subscription Services, Axway may terminate the access to the relevant Subscription Services and refund unused prepaid fees calculated against the remainder of the Subscription Term from the date of such terminationtermination . THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND AXWAY’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS.THE

Infringement Cures. Should Customer’s use of the Products, Subscription Services or Deliverables is determined, pursuant to an Infringement Claim, have infringed any third party intellectual property rights, or if in Axway’s reasonable judgment such use is likely to be infringing, Axway shall have the right, at Axway’s sole option and expense, to either: (a) procure for Customer the right to continue using the infringing Products, Subscription Services, or Deliverables or; (b) replace or modify such Products, Subscription Services, or Deliverables with a functionally equivalent replacement or modification so they become non-infringing. If neither (a) nor (b) is commercially reasonable in Axway’s reasonable opinion, Axway may (i) with respect to the uncured Professional Services, Axway may refund the prepaid fees for the relevant Deliverables or (ii) with respect to the purchased Subscription Services, Axway may terminate the access to the relevant Subscription Services and refund unused prepaid fees calculated against the remainder of the Subscription Subscrip tion Term from the date of such termination. THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND AXWAYXXXXX’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS.