Common use of Replacement or Modification Clause in Contracts

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).