Remedy for Infringement. If Acumatica receives information concerning an Infringement Claim, Acumatica may, at its expense and without obligation to do so, either (a) procure for you the right to continue to run the Software or (b) modify the Software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop using the allegedly- infringing Software immediately. If, as a result of an Infringement Claim, your use of the Software is enjoined by a court of competent jurisdiction, Acumatica will, at its option, (w) procure the right to continue its use, (x) replace it with a functional equivalent, (y) modify it to make it non-infringing, or (z) refund the Fees and terminate this Agreement.
Remedy for Infringement. 10.2.1 If any MIPS Technology or any portion thereof, for which MIPS is responsible as set forth in section 10.1.1, is finally adjudged to infringe a United States patent or copyright as to which MIPS is obligated to indemnify WEITEK in accordance with section
Remedy for Infringement. Notwithstanding Section 11.1 above, if DataSelf receives information concerning an Infringement Claim, DataSelf may, at its expense and without obligation to do so, either (a) procure for Licensee the right to continue to run the Software or (b) modify the Software or replace it with a functional equivalent, to make it non-infringing, in which case Licensee will stop using the allegedly-infringing Software immediately. If, as a result of an Infringement Claim, Licensee’s use of the Software is enjoined by a court of competent jurisdiction, DataSelf will, at its option, (w) procure the right to continue its use, (x) replace it with a substantially functional equivalent, (y) modify it to make it non-infringing, or (z) refund the Fees paid by Licensee and terminate this Agreement. INDEMNIFICATION AS PROVIDED IN SECTION 11.1 AND THIS SECTION 11.2 CONSTITUTES THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY INFRINGEMENT CLAIM.
Remedy for Infringement. 9.3.2.1. If the Indemnified Party’s continued use of the Product is restricted or prohibited as a result of any such infringement, misappropriation, or violation of third party rights, Indemnifying Party shall, at Indemnified Party’s option and at no charge to Indemnified Party, and in addition to Indemnified Party’s other rights and remedies under this Section 9.3, (i) obtain for Indemnified Party the right to continue using the such Product; (ii) modify the item(s) in question so that it is no longer infringing (provided that such modification does not degrade the performance or quality of the Product or adversely affect Indemnified Party’s intended use thereof as contemplated in this Agreement); or (iii) replace such item(s) with a non-infringing functional equivalent, provided that Indemnifying Party makes commercially reasonable efforts to ensure that the implementation of such equivalent does not have any adverse impact on Indemnified Party use thereof or performance of any of its business operations related thereto.
Remedy for Infringement. If eWorkplace Apps receives information concerning an Infringement Claim, eWorkplace Apps may, at its expense and without obligation to do so, either (a) procure for you the right to continue to run the Software or (b) modify the Software or replace it with a functional equivalent, to make it non- infringing, in which case you will stop using the allegedly infringing Software immediately. If, as a result of an Infringement Claim, your use of the Software is enjoined by a court of competent jurisdiction, eWorkplace Apps will, at its option, (i) procure the right to continue its use, (ii) replace it with a functional equivalent, (iii) modify it to make it non-infringing, or (iv) refund the license fees and terminate this XXXX.
Remedy for Infringement. If any Product, or any portion thereof, is finally adjudged to infringe a patent, copyright, trade secret or other intellectual property right, or if in Castelle’s opinion is likely to become the subject of such a claim, Castelle shall, at its option, either: (i) procure for Distributor the right to continue using the Product(s); or (ii) replace or modify the Products(s) so that it becomes non-infringing; or (iii) upon return of all infringing Product(s), refund to Distributor the price actually paid by Distributor for the infringing Products; or (iv) substitute for the infringing Products(s) other suitable, non-infringing equipment.
Remedy for Infringement. If any Equipment, Documentation, materials and/or Services furnished hereunder are held to constitute infringement, and the use thereof is temporarily or permanently enjoined, then Seller shall, at its own expense, in such manner as to minimize the disturbance to Buyer's business activities, either: (i) obtain for Buyer the right to continue using such Equipment, Documentation, materials and/or Services or (ii) modify such Equipment, Documentation, materials and/or Services to become non-infringing (provided that such modification does not affect Buyer's intended use of the same as contemplated hereunder); or (iii) replace such Equipment, Documentation, materials and/or Services with equally suitable, non-infringing Equipment, Documentation, materials and/or Services, provided such replacement Equipment does not degrade the operation of the Equipment or affect Seller's warranty. Sections 12.1 and 12.2 state the entire liability of Seller for infringement of any patent, copyright or similar proprietary right with respect to any Equipment, Documentation, materials and/or Services.
Remedy for Infringement. If a third party brings or threatens to bring any claim or action against Reseller, its subsidiaries and affiliates, and each of their respective directors, officers, employees, and agents (“Reseller Indemnified Parties”) alleging infringement or misappropriation of any copyright, patent, trade secret, trademark, or other intellectual property right of such third party, to the extent that such action arises from Reseller’s exercise of its rights granted hereunder with respect to the Solutions, Promotional Materials, or AvePoint Marks, AvePoint shall defend such claim at its expense, and pay any finally awarded and non-appealable damages, judgments, settlements, costs, and expenses, including, without limitation, reasonable attorneys’ fees, assessed against the Reseller Indemnified Parties. Reseller shall notify AvePoint as soon as reasonably practicable of any such claim, action, or suit and shall cooperate with AvePoint in every reasonable manner to facilitate the defense or settlement of any such claim. AvePoint shall have the exclusive right to control the defense and settlement of any such claims. AvePoint’s indemnification obligations under this Section 9.4 shall not apply to any damages, judgments, settlements, costs, or expenses that arise out of Reseller’s exercise of its rights granted hereunder with respect to Derivative Works of Promotional Materials created by Reseller, to the extent that Xxxxxxxx’s creation of such Derivative Works resulted in the infringement or alleged infringement. Following a decision by a court of competent jurisdiction that any of the Solutions, Promotional Materials, or AvePoint Marks infringe any third party’s intellectual property rights, AvePoint shall, in its sole discretion, either: (i) obtain a license for Reseller to continue to use and market the infringing materials; (ii) modify the materials to render them non-infringing; or (iii) terminate this Agreement with respect to such materials and shall refund a) in case of perpetual licenses, for the remaining time (if any) a pro-rated portion of the license fees or other charges paid by Reseller to AvePoint for such licenses, as depreciated on a five-year straight-line basis from the date of purchase and b) for any subscription- based Products, the fees or other charges paid by Reseller for the unused remainder of such subscription. This Section 9.4 states the entire obligation of AvePoint with respect to any claim of infringement involving the Solutions, Promotiona...
Remedy for Infringement. If Perspectium reasonably believes that the Services might infringe a third party’s Intellectual Property Rights, then Perspectium may, at its sole option and expense:
Remedy for Infringement. If Customer’s use of the Service is (or in Xxxxxxx’x opinion is likely to be) enjoined, if required by settlement or if Xxxxxxx determines such actions are reasonably necessary to avoid material liability, Xxxxxxx may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Term that was paid by Customer but not rendered by Xxxxxxx.
