Common use of Infringement Remedy Clause in Contracts

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with Xxxxx’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.

Infringement Remedy. In addition to LicensorSeller’s obligations under Section 9.110.1, if the Software or other Licensed Materials is held, or in LicensorSeller’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in LicensorSeller’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor Seller will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot Seller does not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor Agreement and Seller will refund to Buyer any fees prepaid to Licensor by Buyer prorated all prepaid, unused amounts for the unused portion Subscription as well as fees paid for the Subscription attributable to the period of the Subscriptionactual or alleged infringement. For clarity, LicensorSeller’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor Seller responds to an infringement Claim by accomplishing the solution in (b), Licensor Seller will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor Seller provided modified or replacement Licensed Materials.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software Product or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials and a reasonable time to implement the modified or replacement Licensed Materials.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.no

Infringement Remedy. In addition to Licensor’s obligations under Section 9.18.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.

Infringement Remedy. In addition Primus shall defend Licensee against any proceeding ------------------- based upon any failure to Licensor’s obligations satisfy the warranty set forth in Section 4.1.3, provided that (a) Licensee notifies Primus of the proceeding promptly after it has commenced, (b) Primus has exclusive control over the defense and settlement of the proceeding, (c) Licensee provides such assistance in defense of the proceeding as Primus may reasonably request, at Primus' reasonable expense, and (d) Licensee complies with any settlement or court order made in connection with the proceeding (e.g., relating to the future use of any infringing Software), provided Primus complies with the provisions for remedying the problem as specified below. Further, Primus shall: (i) indemnify Licensee against any and all damages, costs, and attorneys' fees finally awarded against Licensee in any infringement proceeding under this Section 4.3, (ii) reimburse the expenses reasonably incurred by Licensee to provide the assistance requested by Primus under (c) above, and (iii) if the action is settled, pay any amounts agreed to by Primus in settlement of any claims of infringement. Primus shall have no liability under Section 9.1, if 4.1.3 or this Section 4.3 for any claim of infringement arising out of Licensee's modification of the Software or other Licensed Materials is heldfor any claim arising out of the combination of the Software with a program, product, or material not furnished by Primus, to the extent such infringement would not have occurred but for such modification or combination. In the event that use of the Software becomes, or in Licensor’s Primus' reasonable opinion is likely to be heldbecome, the subject of a claim of infringement of copyright, patent, trademark, trade secret or other intellectual property of a third party, it is Primus' option to infringe, misappropriate remedy (i) procuring the continuing right of Licensee to use the Software; (ii) replacing or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or modifying the Software in Licensor’s opinion an injunction is likely to be obtained, a functionally equivalent manner so that would prohibit or interfere with Xxxxx’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreementit no longer infringes; or (biii) modify or replace with Licensee's consent, terminating the affected Licensed Materials so that License and refunding to Licensee an amount equal to the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions depreciated License fee paid by Licensee (calculated on a commercially reasonable basisstraight line basis over a three (3) year life). Upon such termination, Licensor will notify Buyer and either Party may terminate Licensee shall return or destroy the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated Software as provided for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials2.7.4.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1Q DGGLWLRQ WR /LFHQV8.R1, if the Software or other Licensed Materials is heldUif t¶heVS oftRwaEreOLJDWL RU RWKHU /LFHQVHG 0DWHULDOV LV KHiOnfGrin ge , or in Licensor’s opinion is likely to be held, to infringe, misappropriate or mRisaUpp roLprQiat e o/r LFHQVR violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with Xxxxx’s use of the Licensed Materials under this Agreement, then Licensor will at 3URSULHWDU\ 5LJKWV DQ LQMXQFWLRQ LV REWDLQHG RU woulG SURKLELW RU LQWHUIHUH ZLWK %X\HU¶V XVH RI WKH its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under /LFHQVRU¶Vtio n aLndQdGefeHnsPe oQblLigaItioLnsFuDnder this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the REOLJDWLRQ WR GHIHQG DQG LQGHPQLI\ %X\HU IRU LQIUL accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.

Infringement Remedy. In addition to LicensorEckoh’s obligations under Section 9.110.1, if the Software or other Licensed Materials is held, or in LicensorEckoh’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Intellectual Property Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Intellectual Property Rights, an injunction is obtained, or in LicensorEckoh’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxCustomer’s use of the Licensed Materials under this Agreement, then Licensor Eckoh will at its option and expense either: (a) procure for Buyer Customer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Intellectual Property Rights. If, in such circumstances, Licensor Xxxxx cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor Xxxxx will notify Buyer Customer and either Party may terminate the Subscription and this Agreement, in which case Licensor Eckoh will refund to Buyer Customer any fees prepaid to Licensor Eckoh by Buyer Customer prorated for the unused portion of the Subscription. For clarity, LicensorXxxxx’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Customer Indemnified Parties following an initial infringement Claim except that, if Licensor Eckoh responds to an infringement Claim by accomplishing the solution in (b), Licensor Eckoh will have no obligation to defend and indemnify Buyer Customer for infringement Claims arising from BuyerCustomer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor Eckoh provided modified or replacement Licensed Materials.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.18.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with Xxxxx’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.

Infringement Remedy. In addition to LicensorPCI Pal’s obligations under Section Clause 9.1, if the Software or other Licensed Materials feature within Services is held, or in LicensorPCI Pal’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in LicensorPCI Pal’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxCustomer’s use of the Licensed Materials Services under this Agreement, then Licensor PCI Pal will at its option and expense either: (a) procure for Buyer Customer the right to continue using the affected Licensed Materials Services in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials Services so that the modified or replacement Licensed Materials Services are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor PCI Xxx cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor PCI Pal will notify Buyer Customer and either Party party may terminate the Subscription and this Agreement, in which case Licensor PCI Pal will refund to Buyer Customer any fees prepaid to Licensor PCI Pal by Buyer Customer prorated for the unused portion of the Subscription. For clarity, LicensorPCI Xxx’s indemnification and defense obligations under this Section clause include infringement Claims based on use of the Licensed Materials Services by Buyer Customer Indemnified Parties following an initial infringement Claim except that, if Licensor PCI Pal responds to an infringement Claim by accomplishing the solution in (b), Licensor PCI Pal will have no obligation to defend and indemnify Buyer Customer for infringement Claims arising from BuyerCustomer’s use after the accomplishment of (b) of the infringing Licensed Materials Services for which Licensor PCI Pal provided modified or replacement Licensed MaterialsServices.

Infringement Remedy. In addition to Licensor’s Crest Data Systems’ obligations under Section 9.18.1, if the Software Product or other Licensed Materials is held, or in Licensor’s Crest Data Systems’ opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s Crest Data Systems’ opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxCustomer’s use of the Licensed Materials under this the Agreement, then Licensor within a reasonable time as agreed between the Parties, Crest Data Systems will at its option and expense either: (a) procure for Buyer Customer the right to continue using the affected Licensed Materials in accordance with the license granted under this the Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor Crest Data Systems cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor Crest Data Systems will notify Buyer Customer and either Party may terminate the Subscription and this the Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s Crest Data Systems’ indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Customer Indemnified Parties following an initial infringement Claim except that, if Licensor Crest Data Systems responds to an infringement Claim by accomplishing the solution in (b), Licensor Crest Data Systems will have no obligation to defend and indemnify Buyer Customer for infringement Claims arising from BuyerCustomer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor Crest Data Systems provided modified or replacement Licensed Materials and a reasonable time to implement the modified or replacement Licensed Materials.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software Product or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.no

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Software and/or Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Software and/or Licensed Materials so that the modified or replacement Licensed Materials are is reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for attributable to the unused portion of the Subscriptionpost termination period. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Software and/or Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Software and/or Licensed Materials for which Licensor provided modified a modification or replacement Licensed Materialsreplacement.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.18.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with Xxxxx’s use of the Licensed Materials under this Agreement, then Licensor will at its option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer toBuyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed replacementLicensed Materials.

Infringement Remedy. In addition to LicensorPCI Pal’s obligations under Section Clause 9.1, if the Software or other Licensed Materials feature within PCI Pal Offering is held, or in LicensorPCI Pal’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in LicensorPCI Xxx’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxCustomer’s use of the Licensed Materials PCI Offering under this Agreement, then Licensor PCI Pal will at its option and expense either: : (a) procure for Buyer Customer the right to continue using the affected Licensed Materials PCI Pal Offering in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials PCI Pal Offering so that the modified or replacement Licensed Materials are PCI Pal Offering is reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor PCI Xxx cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor PCI Pal will notify Buyer Customer and either Party party may terminate the Subscription and this Agreement, in which case Licensor PCI Pal will refund to Buyer Customer any fees prepaid to Licensor PCI Pal by Buyer Customer prorated for the unused portion of the Subscription. For clarity, LicensorPCI Xxx’s indemnification and defense obligations under this Section clause include infringement Claims based on use of the Licensed Materials PCI Offering by Buyer Customer Indemnified Parties following an initial infringement Claim except that, if Licensor PCI Pal responds to an infringement Claim by accomplishing the solution in (b), Licensor PCI Pal will have no obligation to defend and indemnify Buyer Customer for infringement Claims arising from BuyerCustomer’s use after the accomplishment of (b) of the infringing Licensed Materials PCI Offering for which Licensor PCI Pal provided modified or replacement Licensed MaterialsPCI Pal Offering.

Infringement Remedy. In addition to Licensor’s obligations under Section 9.1, if the Software or other Licensed Materials is held, or in Licensor’s opinion is likely to be held, to infringe, misappropriate or violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of Proprietary Rights, an injunction is obtained, or in Licensor’s opinion an injunction is likely to be obtained, that would prohibit or interfere with XxxxxBuyer’s use of the Licensed Materials under this Agreement, then Licensor will at its sole option and expense either: (a) procure for Buyer the right to continue using the affected Licensed Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in functionality, interoperability with other software and systems, and levels of security and performance and do not infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Licensor cannot not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Licensor will notify Buyer and either Party may terminate the Subscription and this Agreement, in which case Licensor will refund to Buyer any fees prepaid to Licensor by Buyer prorated for the unused portion of the Subscription. For clarity, Licensor’s indemnification and defense obligations under this Section include infringement Claims based on use of the Licensed Materials by Buyer Indemnified Parties following an initial infringement Claim except that, if Licensor responds to an infringement Claim by accomplishing the solution in (b), Licensor will have no obligation to defend and indemnify Buyer for infringement Claims arising from Buyer’s use after the accomplishment of (b) of the infringing Licensed Materials for which Licensor provided modified or replacement Licensed Materials.