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. 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 Convercent may: (a) procure for Customer the right to continue use of the Services as contemplated under this Agreement, (b) replace or modify the Services to be non-infringing, or (c) if "(a)" or "(b)" are not economically feasible for Convercent, then Convercent will have the right to terminate the obligations with regards to such Services.
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. 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):
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):
Replacement or Modification. In the event of an IP Claim, Supplier may (at its sole discretion and expense)
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.
