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�. THIRD PARTY CLAIMS
<br />7.1 AT&T's Obligations. AT&T agrees at its expense to defend or settle any third -party claim against Customer, its
<br />Affiliates, and its and their respective employees and directors, and to pay all compensatory Damages that a court may finally
<br />award against such parties to the extent the claim alleges that a Service provided to Customer under this Agreement infringes
<br />any patent, trademark, copyright, or trade secret, but not in circumstances where the claimed infringement arises out of or
<br />results from: (a) Customer's, its Affiliate's or a User's content; (b) modifications to the Service by Customer, its Affiliates or
<br />third parties, or combinations of the Service with any services or products not provided by AT&T; (c) AT&T's adherence to
<br />Customer's or its Affiliate's written requirements; or (d) use of the Service in violation of this Agreement.
<br />7.2 Customer's Obligations. Customer agrees at its expense to defend or settle any third -party claim against AT&T,
<br />AT&T's Affiliates, and its and their respective employees, directors, subcontractors, and suppliers, and to pay all
<br />compensatory Damages that a court may finally award against such parties to the extent the claim: (a) arises out of
<br />Customer's, its Affiliate's, or a User's access to, or use of, the Services and the claim is not the responsibility of AT&T under
<br />Section 7.1; (b) alleges that a Service infringes any patent, trademark, copyright or trade secret, and falls within the exceptions
<br />in Section 7.1; or (c) alleges a breach by Customer, its Affiliates, or Users of a software license agreement governing software
<br />provided in connection with the Services.
<br />7.3 Infringing Services. Whenever AT&T is liable under Section 7.1, AT&T may at its option either procure the right for
<br />Customer to continue using, or may replace or modify, the alleged infringing Service so that the Service becomes non -
<br />infringing.
<br />7.4 Notice and Cooperation. The party seeking defense or settlement of a third party claim under this Section 7 will
<br />notify the other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so
<br />will have no effect except to the extent the other party is prejudiced thereby. The party seeking defense or settlement will
<br />allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense; but the
<br />defending party will use counsel reasonably experienced in the subject matter at issue, and will not settle a claim without the
<br />consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will
<br />be required where relief on the claim is limited to monetary damages that are paid by the defending party under this Section 7.
<br />8. SUSPENSION AND TERMINATION
<br />8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other
<br />party becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency
<br />proceeding, or makes an assignment for the benefit of its creditors.
<br />8.2 Termination or Suspension of Serv
<br />ices. The following additional termination provisions apply:
<br />(a) Fraud or Abuse. AT&T may terminate or suspend an affected Service, and if the activity implicates the entire
<br />Agreement, terminate the entire Agreement, immediately by providing Customer with as much advance notice as is
<br />reasonably practicable under the circumstances if Customer: (i) commits a fraud upon AT&T; (ii) utilizes the Service
<br />to commit a fraud upon another party; (iii) unlawfully uses the Service; (iv) abuses or misuses AT&T's network or
<br />Service; or (v) interferes with another customer's use of AT&T's network or services.
<br />(b) Material Breach. If either party fails to perf
<br />orm or observe any material term or condition of this Agreement,
<br />including non-payment of charges (subject to Section 4.5 —Delayed Billing; Disputed Charges), and such failure
<br />continues unremedied for 30 days after receipt of notice, the non -breaching party may terminate the affected
<br />Service, and if the breach implicates the entire Agreement, terminate the entire Agreement. If Customer is in breach,
<br />AT&T may elect to suspend (and later terminate) the affected Service, and if the breach implicates the entire
<br />Agreement, suspend (and later terminate) the entire Agreement.
<br />(c) Materially Adverse Change. If AT&T revises a Service Publication and the revision has a materially adverse impact
<br />on Customer, and AT&T does not effect revisions that remedy such materially adverse impact within 30 days after
<br />notice from Customer, then Customer may, as Customer's sole remedy, elect to terminate the affected Service
<br />Components on 30 days' notice to AT&T, given not later than 90 days after Customer first learns of the revision to
<br />the Service Publication. However, a revision to a Service Publication will not be considered materially adverse to
<br />Customer if it changes prices that are not fixed (stabilized) in a Pricing Schedule, if the price change was mandated
<br />by a governmental authority, or if the change affects a charge imposed under Section 4.2 (Additional Charges and
<br />Taxes).
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