IP Remedies Clause Samples

IP Remedies. If Persefoni reasonably believes the Subscription Services (or any component WKHUHRI FRXOG LQIULQJH DQ\ WKLUG SDUW\¶V ,QW option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Persefoni determines that neither alternative is commercially practicable, Persefoni may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. The rights and remedies set forth in this 6HFWLRQ VKDOO FRQVWLWXWH &XVWRPHU¶V VROH misappropriation of Intellectual Property Rights in connection with the Subscription Services.

IP Remedies. If Securonix reasonably believes the Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Securonix may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Services, or any component or part thereof, to make it non- infringing; (ii) procure the right for Customer to continue use; or (iii) terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer and refunding the pro-rata amounts pre-paid to Securonix by Customer from the date Customer ceases use of the Services. The rights and remedies set forth in this Section 8.1.2 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Services.

IP Remedies. If Persefoni reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Persefoni may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Persefoni determines that neither alternative is commercially practicable, Persefoni may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. The rights and remedies set forth in this Section 8 shall constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Subscription Services.

IP Remedies. If any Software becomes or, in BeyondTrust’s opinion, is likely to become the subject of an injunction preventing its use as contemplated herein, BeyondTrust may, at its option: (a) procure for Customer the right to continue using such Software; (b) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality; or if (a) and (b) are not commercially practical in BeyondTrust’s reasonable opinion, (c) terminate Customer’s rights to the allegedly infringing Software. In case of termination pursuant to this Section 8, BeyondTrust shall refund: (i) in the case of an On-Premise Software perpetual license, the license Fees paid by Customer for the allegedly infringing On-Premise Software, less depreciation at the rate of 1/3 of such license Fees per year, or, if licensed at the time by Customer for less than one (1) year, a pro rata portion of the license Fees for that part of the year from the date of payment by Customer to the date of termination of the perpetual license for such allegedly infringing On-Premise Software; or (ii) the prepaid and unused pro-rata portion of the Fees for the Subscription for the allegedly infringing On-Premise Software or Cloud Services. If BeyondTrust selects the option in Subsection 8(b) or 8(c) herein, Customer shall immediately cease use of the allegedly infringing Software. SECTION 7 AND THIS SECTION 8 SET FORTH BEYONDTRUST’S ENTIRE OBLIGATION AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ALLEGED OR ACTUAL INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY SOFTWARE OR OTHER OFFERINGS.

IP Remedies. If Notabene reasonably believes the Services (or any component thereof) could infringe any third party’s intellectual property rights, Notabene may, in its sole discretion and at its sole expense, (i) modify or replace the Services, or any component or part of the Services, so they are no longer claimed to be infringing; (ii) obtain the right for Customer to continue use of the Services in accordance with this Agreement; or (iii) terminate the applicable Order Form and/or this Agreement by providing written notice to Customer. In the event of such termination, Notabene will refund to Customer any Fees that have been pre-paid for Services that will not be provided due to the termination. Notwithstanding the foregoing, with respect to the Integrated Products, Notabene disclaims all liability associated with any actual or potential infringement of a third party’s intellectual property rights. Sections 8.1 and 8.2 state Customer’s sole and exclusive remedy for any infringement or misappropriation of intellectual property rights in connection with the Services.

IP Remedies. Without limiting the indemnification obligation set forth in Section 11.3, if it is determined, or if CyberHeart reasonably believes, that any CyberHeart Technology, or any portion thereof, infringes any third party Intellectual Property Rights, then CyberHeart shall have the right, at its option and expense to modify such CyberHeart Technology with an at least functionally equivalent modification so that Accuray’s licensed use hereunder is non-infringing.

IP Remedies. In the defense or settlement of any third-party intellectual property infringement Claim, Topodium may, at its sole option and expense: (i) procure for Customer a license to continue using the Products and Services in the same manner as anticipated by the Agreement; (ii) replace or modify the allegedly infringing Products and Services to avoid the infringement at no additional cost to Customer; or (iii) terminate Customer’s license and access to the Products and Services (or its infringing part) and refund any prepaid unused Fees as of the date of termination. The remedies and obligations in this section of the Agreement are Topodium’s sole and exclusive remedies and liability regarding the subject matter giving rise to any third-party intellectual property infringement Claim.

IP Remedies. If Gisual reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Gisual may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue using the Subscription Services. If Gisual determines that neither alternative is commercially practicable, Gisual may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Gisual will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 7 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Subscription Services.

IP Remedies. If Persefoni reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Persefoni may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Persefoni determines that neither alternative is commercially practicable, Persefoni may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. The rights and remedies set forth in this Section 8 shall constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Subscription Services. (c) 知的財産権の救済 サブスクリプションサービス（又はその構成部分）が第三者の知的財産権を侵害する可能性があると甲が合理的に判断する場合、甲は、その独自の選択及び費用で、（i）かかる侵害を回避するために、サブスクリプションサービス、その構成部分若しくは一部を変更若しくは置換する、又は（ii）乙が継続して使用する権利を取得するために、商業的に合理的な努力を講じることができる。甲がいずれの選択肢も商業的に実行不能であると判断した場合、甲は、乙への書面による通知をもって、その全部又は影響を受けた構成部分に関して、本契約を終了することができる。本第 8 条に定める権利及び救済は、サブスクリプションサービスに関連する知的財産権の侵害又は不正使用についての乙に対する唯一かつ排他的な救済を構成するものとする。