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infringes or misappropriates any patent, copyright, trade secret, trademark, or other intellectual property right during the term of this Agreement if: (a) Customer gives Company prompt written notice of the Claim; (b) Customer grants Company full and complete control over the defense and settlement of the Claim; (c) Customer provides assistance in connection with the defense and settlement of the Claim as Company may reasonably request; and (d) Customer complies with any settlement or court order made in connection with the Claim (e.g., relating to the future use of any infringing Services). Customer will not defend or settle any Claim without Company's prior written consent. Customer will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Company will have sole control over the defense and settlement of the Claim. 8.2. Indemnification of Infringement Claims. Company will indemnify Customer from and pay (a) all damages, costs, and attorneys' fees finally awarded against Customer in any Claim under Section 8.1; (b) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by Customer in connection with the defense of a Claim under Section 8.1 (other than attorneys' fees and costs incurred without Company's consent after Company has accepted defense of the Claim); and (c) all amounts that Company agrees to pay to any third party to settle any Claim under Section 8.1. 8.3. Indemnification of Claim . Company will defend, hold harmless and indemnify Customer from any actual or threatened third party Claim arising out of or based upon Company's breach of any of the provisions of this Agreement if: [a] Customer gives Company prompt written notice of the Claim; [b] Customer grants Company full and complete control over the defense and settlement of the Claim, except that Customer's prior express written consent shall be required for any such settlement or compromise; [c] Customer provides assistance in connection with the defense and settlement of the Claim as Company may reasonably request; and [d] Customer complies with any settlement or court order made in connection with the Claim. Customer will have the right to participate in the defense of the Claim at its own expense and with counsel of its choosing. 8.4. Exclusions from Obligations. Company will have no obligation under this Section 8 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; (b) the Services are provided to comply with designs, requirements, or specifications required by or provided by Customer, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of the Services by Customer or its Authorized Users for purposes not intended or outside the scope of the license granted to Customer; (d) Customer's or its Authorized Users' failure to use the Services in accordance with instructions provided by Company, if the infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Services not made or authorized in writing by Company where such infringement or misappropriation would not have occurred absent such modification. 8.5. Limited Remedy. This Section 8 states Company's sole and exclusive liability, and Customer's sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third -party intellectual property right by the Services. 9. CUSTOMER INDEMNIFICATION 9.1. Defens . Customer will defend Company from any actual or threatened third party Claim arising out of or based upon the Customer Data, Customer's or its Authorized Users' use of the Services, or Customer's or its Authorized Users' breach of any of the provisions of this Agreement if: (a) Company