1E9Ct5D

Provider's opinion,] is likely to be enjoined or otherwise the subject of an infringement ormisappropriation claim, Provider shall, at Provider's sole cost and expense:(i)procure for Customer the right to continue to access and use theServices to the full extent contemplated by this Agreement and theSpecifications; or(ii) modify or replace all components, features and operations of theServices that infringe or are alleged to infringe ("Allegedly InfringingFeatures") to make the Services non-infringing while providingequally or more suitable features and functionality, which modifiedand replacement services shall constitute Services and be subject to theterms and conditions of this Agreement.(c) If neither of the remedies set forth in Section 14.3(b) is reasonablyavailable with respect to the Allegedly Infringing Features then Provider may directCustomer to cease any use of any materials that have been enjoined or finally adjudicatedas infringing, provided that Provider shall:(i)refund to Customer any prepaid Fees for Services that have not beenprovided[./; and](ii) in any case, at its sole cost and expense, secure the right for Customerto continue using the Allegedly Infringing Features for a transitionperiod of up to [NUMBER IN WORDS] [(NUMBER)] month[s] toallow Customer to replace the affected the Services or AllegedlyInfringing Features without disruption.(d) The remedies set forth in this Section 14.3 are in addition to, and not in lieuof[, all other remedies that may be available to Customer under this Agreement orotherwise, including] Customer's right to be indemnified pursuant to Section 14.1 andSection 14.2.14.4 [Indemnification By Customer. Customer shall indemnify, defend and holdProvider [and its Affiliates] and each of Provider's [and its Affiliates' respective] officers,directors, employees, agents, successors and assigns (each, a "Provider Indemnitee")harmless from and against all Losses incurred by any of them arising out of or resultingfrom any Action [to the extent] that [such Action] arises out of, results from or alleges:(a) any claim that any Customer Data is unlawful or actually does or threatensto infringe, misappropriate or otherwise violate any[ United States] Intellectual PropertyRights or other rights of any third party, provided however, that Customer shall have noliability or obligation with respect to any Action or Loss to the extent that such Action orLoss arises out of or results from any unauthorized access to or use, disclosure or other41