Common use of Infringement Remedy Clause in Contracts

Infringement Remedy. If the Customer is prohibited from using any of the PeoplesHR Services because of an Infringement Claim covered under clause 10.1, then the Company will, at its sole expense and option, either: (a) obtain for the Customer the right to use the allegedly infringing portions of the PeoplesHR Services; (b) modify the allegedly infringing portions of the PeoplesHR Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the PeoplesHR Services with non-infringing items of substantially similar functionality. If the Company determines that none of these remedies are commercially reasonable, then either Party may terminate this Agreement, and in such case, the Company will provide a pro-rated refund to the Customer for any prepaid fees received the Company under this Agreement that correspond to the unused portion of the Agreement Term. Without limiting the Company’s obligation to indemnify the Customer as set out in Clause 10.1, the remedy set out in Clause 10.2 is the Customer’s sole and exclusive remedy for any actual or alleged infringement by XxxxxxxXX Services of any third-party Intellectual Property Rights.