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Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 ByVerseterm -- , ---. 7.1. Intellectual Properly Infringement. Mindbase will defend Customer against any third-party claim alleging that a Mindbase-developed Subscription Software (the "Infringing Product") directly infringes a United States patent or copyright ("Infringement Claim"), and Mindbase will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Mindbase in settlement of an Infringement Claim.Mindbase's duties under this Section 7.1 — Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Mindbase in writing of the Infringement Claim; (b) Mindbase having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Mindbase and, if requested by Mindbase, providing reasonable assistance in the defense of the Infringement Claim. 7.1.1. If an Infringement Claim occurs, or in Mindbase's opinion is likely to occur, Mindbase may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer a pro-rated refund of any amounts pre-paid for the Infringing Product. 7.1.2. In addition to the other damages disclaimed under this Agreement, Mindbase will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Mindbase Content, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Subscription Software or Services with any products or materials not provided by Mindbase; (c) any Subscription Software or Service designed, modified, or manufactured in accordance with Customer's designs,specifications,guidelines or instructions;(d)a modification of the Subscription Software or Services by a party other than Mindbase;(e)use of the Subscription Software or Services in a manner for which the Subscription Software or Service was not designed or that is inconsistent with the terms of this Agreement;or (f) the failure by Customer to use or install an update to the Subscription Software or Services that is intended to correct the claimed infringement. In no event will Mindbase's liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Mindbase from Customer from sales or license of the Infringing Product. 7.1.3. This Section 7.1—Intellectual Property Infringement provides Customer's sole and exclusive remedies and Mindbase's entire liability in the event of an Infringement Claim.For clarity,the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8—Limitation of Liability below. Page 7 of 18