Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.
Infringement Remedies. If the Software, or any component thereof, is found to be infringing or if any use of the Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, amCharts shall, at its option and sole cost and expense: either (i) procure for you the right to continue to use the Software, (ii) modify or replace such Software in a manner that retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (iii) require you to terminate the use of and return the Software and compensate your direct damages not exceeding the amount set forth in Section 11. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against the other party for any type of claim described in this Section.
Infringement Remedies. If the Software, or any component thereof, is found to be infringing or if any use of the Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, amCharts shall, at its option and sole cost and expense: either (i) procure for you the right to continue to use the Software, (ii) modify or replace such Software in a manner that retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (iii) require you to terminate the use of and return the Software and refund all license fees paid by you with respect thereto. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against the other party for any type of claim described in this Section.
Infringement Remedies. In the event a claim under Section 9.1 is made and such Product is held to infringe a third-party’s patent or copyright, or misappropriate a trade secret, then AVEVA may, at its sole option and expense: (a) procure for Customer the right to continue using the Product under the terms of the Agreement or (b) replace or modify the Product to be non-infringing without a material decrease in functionality. If these options are not reasonably available, AVEVA or Customer may terminate the Agreement upon written notice to the other and Customer shall immediately cease using or shall return the infringing Product. The provisions of this Section 9.2 state the sole, exclusive, and entire liability of AVEVA to Customer, and is Customer’s sole remedy, with respect to third-party claims covered by Section 9.1.
Infringement Remedies. If Supplier determines that the options in clause 11.6 of the Call-Off Contract are not commercially reasonable, Supplier may terminate the provision of the impacted part of the Services and shall provide a pro-rata refund of the paid but unearned Charges applicable to the period following the Services termination.
Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure
Infringement Remedies. (a) The remedies set forth in this Section Error! Reference source not found. are in addition to, and not in lieu of, all other remedies that may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such actions.
(b) If any Software or any component thereof, other than State Materials, is found to be infringing as set forth in Section 18.1, or if any use of any Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Contractor must, at Contractor’s sole cost and expense:
(i) procure for the State the right to continue to use such Software or component thereof to the full extent contemplated by this Contract and applicable Statement of Work; or
(ii) modify or replace the materials that infringe as set forth in Section 18.1 or are alleged to infringe (“Allegedly Infringing Materials”) to make the Software and all of its components non-infringing while providing fully equivalent features and functionality.
(c) If neither of the foregoing is possible notwithstanding Contractor’s commercially reasonable efforts, then Contractor may direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Contractor will refund to the State all amounts paid by the State in respect of such Allegedly Infringing Materials and any other aspects of the Aggregate Software provided under the Statement of Work for the Allegedly Infringing Materials that the State cannot reasonably use as intended under this Contract or applicable Statement of Work. .
(d) If Contractor directs the State to cease using any Software under Section Error! Reference source not found., the State may terminate this Contract or applicable Statement of Work for cause under Section 15.1.
(e) Contractor will have no liability for any claim of infringement arising solely from:
(i) Use of the Software for other than its intended use, as reflected in the Statement of Work or Documentation;
(ii) Contractor’s compliance with any designs, specifications, or instructions of the State;
(iii) Modification of the Software by the State without the prior knowledge and approval of Contractor; or
(iv) Failure to use modifications or enhancements made available at no cost to the State by Contractor, provided Contractor has given the State written notice of such modification or enhancement, and such modification or enhancement will not deg...
Infringement Remedies. If it is adjudicated that an infringement of the MRI Software or SaaS Service by itself and used in accordance with the Agreement infringes any UK or USA patent, copyright, or registered trademark, MRI shall, at its option: (i) procure for Client the right to continue using the MRI Software or SaaS Service; (ii) replace or modify the same so it becomes non-infringing; or (iii) MRI shall terminate the applicable license or Service and shall refund to Client (a) with respect to a perpetual license to the MRI Software, the license fees for the affected Software, less 1/12 thereof for each month or portion thereof since the original Effective Date, or (b) with respect to SaaS Services and/or limited term Software licenses, the pre-paid portion of the SaaS Services or term license fees paid to MRI for the affected MRI Software or Service. SECTIONS 7.1, 7.2 AND 7.3 STATE MRI’S ENTIRE OBLIGATION TO CLIENT AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.
Infringement Remedies. In addition to defending Client as stated above, if a claim occurs, or in USi's opinion, is likely to occur, USi will, at its sole option and expense, (subject to its agreement with Software Application vendors) either (i) procure Client the right to continue using the Software Application in question, or (ii) replace or modify the infringing Software Application so that it becomes noninfringing; provided that the Software Application's functionality are not materially and adversely affected by such replacement or modification. If neither of these alternatives is reasonably available, Client shall return the Software Application at issue and USi will refund the amount paid by Client to USi for such Software Application as depreciated. The depreciation shall be an equal amount per year over a three (3) year life commencing with the date of installation.
Infringement Remedies. The remedies described in General Terms Section 9.5 (Remedies) also apply to Deliverables.
