Replacement or Modification. Should the use of any Services or portion thereof be enjoined or threatened to be enjoined or determined to be infringing any third party intellectual property right, Convercent will notify Customer and, at Convercent’s expense: (a) procure for Customer the right to continue use of the Services as contemplated under this Agreement or (b) replace or modify the Services to be non-infringing; provided that if (a) or (b) are not available to or economically feasible for Convercent, then Convercent will have the right to terminate each affected Order Form.
Replacement or Modification. | In the defence or settlement of any claim, or should the Subscription Service become or in Cutover’s opinion be likely to become the subject of an infringement claim, Cutover may (at its option) eliminate such infringement by procuring the right for Customer to continue using the Subscription Service (or relevant part thereof), replace or modify the Subscription Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on ten (10) days’ written notice to Customer and provide a pro-rata refund of all prepaid but unused Charges (but without any additional liability or obligation to pay liquidated damages or other additional costs to Customer).
Replacement or Modification. In the event that the Services (or any part thereof) infringes the Intellectual Property Rights of a third party, Supplier may (at its sole discretion and expense):
a) modify or replace any part of the Service so that it ceases to be infringing; or
b) procure for Customer the right to continue to use the infringing Services (or any component part thereof). If after a reasonable amount of time Supplier does not provide Customer with one of the options above either party may terminate the Order for the infringing Services with immediate effect and Supplier will issue a pro-rata refund to Customer for any prepaid Fees for the affected part of the Services covering the remainder of the Term. Subject to Supplier’s indemnity for IP Claims in Section 10.1, this Section 10.3 states Customer’s sole and exclusive rights and remedies in respect of any intellectual property infringement of the Services under this Agreement.
Replacement or Modification. If a court of competent jurisdiction enters a valid order enjoining School District from using the Programs, the Vendor, at its own expense, shall (i) provide replacement or modified Programs that have the same or better functionality as the infringing Programs or (ii) obtain a license for School District to continue to use the Programs.
Replacement or Modification. In the event of a Claim, Supplier may (at its sole discretion and expense):
(a) modify the Service so that it ceases to be infringing; or
(b) replace any infringing software or component part of the Service with non-infringing software or a non-infringing component part.
(c) procure for Customer the right to continue to use the infringing Services (or any component part thereof); If Supplier does not provide Customer with one of the options above, Supplier may, at its sole discretion, terminate the Order for the affected Services with immediate effect and reimburse Customer any prepaid Fees covering the remainder of the Services Term and terminate Customer’s access to the affected Services. This section states Customer’s sole and exclusive rights and remedies, in respect of any Claim.
Replacement or Modification. Should the use or provision of any Offerings or portion thereof be enjoined or threatened to be enjoined or determined by Unsupervised to be infringing any third party intellectual property right, Unsupervised will notify Customer and, at Unsupervised’s expense Unsupervised may: (a) procure for Customer the right to continue use of the Offerings as contemplated under this Agreement, (b) replace or modify the Offerings to be non-infringing while maintaining substantially the same features and functionality, or (c) if “(a)” or “(b)” are not economically feasible for Unsupervised, then Unsupervised will have the right to terminate the obligations with regards to such Offerings.
Replacement or Modification. In the event of a Claim that the Services beach the Intellectual Property Rights of any third party, Stacksi will (at its discretion and sole expense) modify the Service so that it ceases to be infringing; replace any infringing software or component part of the Service with non-infringing software or a non-infringing component part; Stacksi will (at its sole expense) procure for Customer the right to continue to use the infringing Services (or any component part thereof); or refund any unused prepaid fees on a pro-rata basis and terminate this Agreement without further liability.
Replacement or Modification. In the event of an IP Claim, Supplier may (at its sole discretion and expense)
a) modify or replace any part of the Service so that it ceases to be infringing; or
b) procure for Customer the right to continue to use the infringing Services (or any component part thereof). If after a reasonable amount of time Supplier does not provide Customer with one of the options above, either party may, terminate the Order for the affected Services with immediate effect and Supplier will issue a pro-rata refund to the Customer for any prepaid Fees covering the remainder of the Term. This section states Customer’s sole and exclusive rights and remedies in respect of any IP Claim.
