Right to Ameliorate Damages. If an Indemnified Party seeks indemnity under this Agreement for a claim for infringement of Intellectual Property Rights, the Indemnifying Party may, in its sole discretion and at its sole expense and without limiting any of its obligations under Section 10.1 or 10.2, as the case may be: (a) obtain the right for the Indemnified Party to continue to use the allegedly infringing service, technology, content or material; or (b) provide a non-infringing substitute with at least the same features, functions and performance as the allegedly infringing service, technology, content or material (a “Non-Infringing Alternative”), in which case the Indemnified Party will use commercially reasonable efforts to implement promptly such Non-Infringing Alternative, provided that the Indemnifying Party agrees to reimburse the Indemnified Party for any out-of-pocket expenses reasonably incurred to implement the Non-Infringing Alternative.
Right to Ameliorate Damages. If your use of the Software is, or in our reasonable opinion is likely to be, subject to a Claim under Section 13.1, we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you in Section 13.1): (i) procure for you the right to continue using the Software; (ii) replace or modify the Software so that it is non-infringing and substantially equivalent in function to the original Software; or (iii) if options (i) and (ii) above are not commercially practicable in our reasonable estimation, we can terminate this Agreement and all licenses granted hereunder (in which event, you will immediately stop using the Software) and refund the Fees that you paid us for the then-current License Term.
Right to Ameliorate Damages. In the event that a court of competent jurisdiction determines or in the event that BeyondTrust, in its sole discretion, reasonably determines, that the BeyondTrust Products, or any portion thereof, infringes or misappropriates, or may infringe or misappropriate, any third-party intellectual property right, BeyondTrust shall, as Licensee’s sole and exclusive remedy (but without limitation of BeyondTrust’s indemnification obligations under Section 10(A)), and at BeyondTrust’s sole discretion, either: (i) obtain a license, at reasonable cost, for Licensee to continue using the BeyondTrust Products, or portion thereof; (ii) modify the BeyondTrust Products while retaining substantively equivalent functionality; (iii) replace the affected BeyondTrust Products with functionally equivalent software or services; or (iv) terminate this license in whole or in part (in which event, Licensee shall immediately terminate use of such BeyondTrust Products and the provisions of Section 5 will apply).
Right to Ameliorate Damages. In the event that a court of competent jurisdiction determines or in the event that CSC, in its sole discretion, reasonably determines, that the Software, or any portion thereof, infringes or misappropriates, or may infringe or misappropriate, any third-party intellectual property right, CSC shall, as Your sole and exclusive remedy (but without limitation of CSC’s obligations under Section 12(A)), and at CSC’s sole discretion, either: (i) modify the Software while retaining substantively equivalent functionality; or (ii) replace the affected Software with functionally equivalent software or services.
Right to Ameliorate Damages. If your use of the Software is, or in our reasonable opinion is likely to be, subject to a Claim under Section 14.1, we may, at our sole option and at no charge to you (and in addition to our indemnity obligation to you in Section 14.1): (i) procure for you the right to continue using the Software;
Right to Ameliorate Damages. If Customer’s use of the Software is, or in Xosphere’s reasonable opinion is likely to be, subject to a Claim under Section 9.1, Xosphere may, at its sole option and at no charge to Customer (and in addition to Xosphere’s indemnity obligation to Customer in Section 9.1): (i) procure for Customer the right to continue using the Software; (ii) replace or modify the Software so that it is non-infringing and substantially equivalent in function to the original Software; or (iii) if options (i) and (ii) above are not commercially practicable in Xosphere’s reasonable estimation, Xosphere can terminate the applicable Order Form and all Software licenses granted pursuant to that Order Form (in which event, Customer will immediately stop using the Software licensed pursuant to that Order Form) and provide Customer with a prorated refund of the Fees paid under that Order Form for the then-current Subscription Term.
Right to Ameliorate Damages. If Customer’s use of the Services is, or in Dakota’s reasonable opinion is likely to be, subject to a Claim under Section 8.1, Dakota may, at its sole option and at no charge to Customer (and in addition to Dakota’s indemnity obligation to Customer in Section 8.1): (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services so that it is non-infringing and substantially equivalent in function to the original Services; or (c) if options (a) and (b) above are not commercially practicable in Dakota’s reasonable estimation, Dakota can terminate this Agreement and all licenses granted hereunder (in which event, Customer will immediately stop using the Services) and refund the Subscription Fees that Customer paid for the then- current Subscription Term on a pro rata basis.
Right to Ameliorate Damages. If use of the Software is, or in Code Climate's reasonable opinion is likely to be, subject to a Claim under Section 11.1, Code Climate may, at its sole option and at no additional charge to You: (a) procure for You the right to continue using the Software; (b) replace or modify the Software so that it is non-infringing and substantially equivalent in function to the original Software; or (c) if options (a) and (b) above are not accomplished despite Code Climate's reasonable efforts, terminate this Agreement (in which event, You will immediately stop using the Software) and refund the Subscription Fees paid by You to Code Climate for the then-current subscription term.
Right to Ameliorate Damages. [*]. 12.2 Yahoo! Indemnity. Yahoo! will defend, or at its option settle, any third-party claim, suit, action, administrative or regulatory or other proceeding brought against Google, any entity to which this Agreement is assigned (as permitted under Section 18.4) (Assignment; Delegation) and each of their respective employees, officers, directors, representatives and agents based upon a claim: (a) [*]; (b) arising from a breach of any representation or warranty made by Yahoo! to Google in Section 7 (General Representations and Warranties) of this Agreement or otherwise alleging facts, which if true, would constitute a breach of any such representation or warranty; (c) arising from or relating to any claim alleging that Yahoo! is in breach or otherwise in violation of any third-party agreement by entering into and/or performing under this Agreement; [*]. 12.3
Right to Ameliorate Damages. If Subscriber’s use of the Service is, or in Rate-Highway’s reasonable opinion is likely to be, subject to a Claim under Section 9(a), Rate-Highway may, at its sole option and at no charge to Subscriber (and in addition to our indemnity obligation to Subscriber in Section 9(a)): (i) procure for Subscriber the right to continue using the Service; (ii) replace or modify the Service so that it is non-infringing and substantially equivalent in function to the original Service; or (iii) if options (i) and (ii) above are not commercially practicable in Rate- Highway’s reasonable estimation, Rate-Highway can terminate this Agreement and all licenses granted hereunder (in which event, Subscriber will immediately stop using the Service) and refund the pro rata portion of the License Fees that Subscriber paid.
