Infringement Options. If there is a material, bona fide claim of infringement of any patent, copyright, trademark, trade secret, publicity, privacy, or other rights of any third party, or of defamation or obscenity, the indemnifying party shall have the right, at its option, to the extent practicable, to mitigate its liability by: (i) replacing the infringing products with noninfringing products that offer substantially the same functionality and benefits as the infringing products, and paying for any manufacturing and handling expenses associated with back inventory that is infringing and cannot be sold or distributed or, (ii) in Licensor's case, *Confidential portions omitted and filed separately with the Commission. terminating the licenses granted hereunder and Creative's payment obligations under Sections 10.2 and 10.3 shall terminate immediately.
Infringement Options. If the use of the Services by Customer has become, or in ServiceNow’s opinion is likely to become, the subject of any Infringement Claim, ServiceNow may at its option and expense: (i) procure for Customer the right to continue using the Messaging Service as set forth herein; (ii) modify the Messaging Service to make them non-infringing; or (iii) if the foregoing options are not reasonably practicable, in ServiceNow’s reasonable determination, terminate this Agreement or, if applicable, the Messaging Service that are the subject of the Infringement Claim, and refund Customer any unused pre-paid fees.
Infringement Options. If Twilio’s provision of the Services has become, or in Twilio’s opinion is likely to become, the subject of any Twilio Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Twilio may at its option and expense: (a) procure the right to continue to provide the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement, or, if applicable, terminate the Services that are the subject of any Twilio Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund you any unused pre-paid Fees. In this Section 6.1.3, we describe situations where we do not have to indemnify you, such as (a) your violation of these terms, (b) any claims brought against you by someone due to your use of our services in combination with other applications or services, or (c) your use of our services that are free of charge or our beta offerings.
Infringement Options. If all or any part of a Product is, or in the reasonable opinion of IMPAC may become, the subject of any claim, suit or proceeding for infringement of any United States or foreign patent, trademark, copyright or trade secret, then without limiting any other remedy to which Elekta may be entitled under this section 12, IMPAC may, and in the event of any adjudication that a Product or any part thereof infringes any United States or foreign patent, trademark, copyright or trade secret or if the licensing or use of a Product or any part thereof is enjoined, IMPAC shall, at its expense, do one of the following things: (a) procure for Elekta the right under such patent, trademark, copyright or trade secret to use or sublicense, as appropriate, the Product or the affected part thereof; (b) replace the Product or affected part thereof with other non-infringing software that satisfies the Documentation and other requirements of this Agreement; (c) suitably modify the Product or affected part thereof, without material loss of performance or functionality, to make it non infringing; or (c) if Elekta determines that none of the foregoing remedies is commercially practicable, refund the payments paid by Elekta for the Product, provided that that each such payment will be depreciated on a thirty six (36) month straight-line basis from the date of delivery of the Product for which such payment was made.
Infringement Options. If all or any part of a Product is, or in the reasonable opinion of IMPAC may become, the subject of any claim, suit or proceeding for infringement of any United States or foreign patent, trademark, copyright or trade secret, then without limiting any other remedy to which Siemens may be entitled under this Section 17, IMPAC may, and in the event of any adjudication that a Product or any part thereof infringes any United States or foreign patent, trademark, copyright or trade secret or if the licensing or use of a Product or any part thereof is enjoined, IMPAC shall, at its expense, do one of the following things: (a) procure for Siemens the right under the affected patent, trademark, copyright or trade secret to use or sublicense, as appropriate, the Product or the affected part thereof; (b) replace the Product or affected part thereof with other non-infringing software which satisfies the Documentation and other requirements of this Agreement; (c) suitably modify the Product or affected part thereof, without material loss of performance or functionality, to make it non-infringing; or (d) if Siemens determines that none of the foregoing remedies is commercially practicable, refund the payments paid by Siemens for the Product, ***.
Infringement Options. If the use of the Services by University has become, or in Lyft’s opinion is likely to become, the subject of any claim of infringement, Lyft may at its option and expense: (a) procure for University the right to continue using the Lyft Platform and/or Services as set forth herein; (b) modify the Lyft Platform and/or Services to make it non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement and refund University any unused prepaid Charges. This Section 9(b) (Indemnification by Xxxx) states University’s exclusive remedy, for any claim by a third party alleging that the use of the Lyft Platform and/or Services as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or patent.
Infringement Options. If your use of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may at our option and expense: (a) procure for you the right to continue using the Services as set forth in these Terms; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms, or, if applicable, terminate the Services that are the subject of any Infringement Claim, and refund you any unused pre-paid fees.
Infringement Options. If Twilio’s provision of the Services has become, or in Twilio’s opinion is likely to become, the subject of any Twilio Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Twilio may at its option and expense: (a) procure the right to continue to provide the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement, or, if applicable, terminate the Services that are the subject of any Twilio Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund you any unused pre-paid Fees.
Infringement Options. If your use of the Services has become, or in Telestax’s opinion is likely to become, the subject of any Infringement Claim, Telestax may at its option and expense: (a) procure for you the right to continue using the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees. This Section 8.3.2 states your exclusive remedy for any Infringement Claim by a third party.
Infringement Options. If there is a material, bona fide claim of infringement of any patent, copyright, trade secret, publicity, privacy, or other rights of any third party, or of defamation or obscenity, the indemnifying party shall have the right, at its option, to the extent practicable, to mitigate its liability by replacing the infringing products with noninfringing products that offer substantially the same functionality and benefits as the infringing products, and paying for any manufacturing and handling expenses associated with back inventory that is infringing and cannot be sold or distributed.
