If a third party’s intellectual property rights interfere with Customer’s authorized use of the SaaS, Provider, at its own expense, shall promptly: (a) secure for Customer the right to continue using the SaaS; (b) replace or modify the SaaS to make it noninfringing, provided such modification or replacement does not materially degrade any functionality in the Specifications; or if such remedies are not commercially practical in Provider’s reasonable opinion, (c) terminate Customer’s access to the SaaS and refund any subscription fees prepaid for period following termination. In conjunction with Section __ (IP Indemnity) and Customer’s right to terminate this Agreement where applicable, this Section __ states Provider’s sole obligation and liability, and Customer’s sole remedy, for potential or actual intellectual property infringement by the SaaS.
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