RADICS will, at its expense, defend or at its option, settle any claim brought against You that the Service infringes any copyright, patent, trade secret, or any other proprietary right of any third party and will pay any final judgments awarded or settlements entered into; provided that You give prompt written notice to RADICS of any such claim and give RADICS the authority to proceed as contemplated herein. RADICS has the exclusive right to defend any infringement claim and make settlements thereof at its own discretion, and You may not settle or compromise such claim except with prior written consent of RADICS. You must give such assistance and information as RADICS reasonably requires. In the event any infringement claim, action or allegation is brought or threatened, RADICS may, at its sole option and expense: (i) procure for You the right to continue use of the Service or infringing part thereof; (ii) modify, amend, or replace the Service or infringing part thereof, with other software having reasonably comparable capabilities; or, if neither of the foregoing is commercially practicable, (iii) terminate this Agreement and refund to You the prorated amount of the fees prepaid by You that were to apply to the remainder of the unexpired Term, as calculated from the termination date through the remainder of the unexpired Term. The foregoing obligations will not apply to the extent the infringement arises as a result of: (i) any use of the Service in a manner other than as specified in this Agreement; (ii) any use of the Service in combination with other products, equipment, devices, software, systems or data not supplied by RADICS to the extent such claim is directed against such combination; or (iii) any alteration, modification or customization of the Service made by any party other than RADICS or RADICS’s authorized representative if such infringement would not have occurred without such modification or combination. This Section states the entire liability of RADICS with respect to infringement of any patent, copyright, trade secret or other intellectual property right. You shall indemnify, hold harmless and defend RADICS, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against RADICS or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by RADICS or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of this Agreement, (ii) your negligence or willful misconduct in connection with the Service, or (iii) your violations of applicable law in connection with the Services.