Microsoft offerings. If Microsoft reasonably believes that a Product, Fix, or Services Deliverable may infringe or misappropriate a third-party’s intellectual property rights, Microsoft will seek to: (1) procure for Institution the right to continue to use the Product, Fix or Services Deliverable; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Institution to discontinue use of the prior version, which Institution must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Organization’s license or access rights (or for certain Services Deliverables, Institution’s ownership rights) in the Product, Fix, or Services Deliverable. In such a case, Microsoft will notify Institution and refund any amounts Institution has paid for those rights to the Product, Fix or Services Deliverable (or for Online Services, any amount Institution has paid in advance for unused Online Services).
Microsoft offerings. If Microsoft reasonably believes that a Product, Fix, or Services Deliverable may infringe or misappropriate a third-party’s intellectual property rights, Microsoft will seek to: (1) procure for Customer the right to continue to use the Product, Fix or Services Deliverable; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Customer to discontinue use of the prior version, which Customer must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Customer’s license or access rights (or for certain Services Deliverables, Customer’s ownership rights) in the Product, Fix, or Services Deliverable. In such a case, Microsoft will provide Customer with notice and refund any amounts Customer has paid for those rights to the Product, Fix or Services Deliverable (or for Online Services, any amount Customer has paid in advance for unused Online Services). Customer Data or use of non-Microsoft software with Online Services. If an unaffiliated third party asserts that Customer Data or non-Microsoft software or technology used by Customer with the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. If Customer fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non-Microsoft software relates. Obligations of protected party. Customer must notify Microsoft promptly in writing of a claim subject to the Subsection titled “Microsoft’s agreement to protect” and Microsoft must notify Customer promptly in writing of a claim subject to the Subsection titled “Customer’s agreement to protect.” The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance. Limitation of liability.
