Common use of Intellectual Property Indemnity Clause in Contracts

Intellectual Property Indemnity. 9.1 Subject to Sections 9.3 and 9.4, We undertake at Our own expense to defend You or, at Our option, to settle any claim or action brought against You alleging that the possession, use, or support of the Celonis Software (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 Subject to Sections 9.3 and 9.4, in the event of an Infringement Claim, We shall, at Our sole option and expense (i) modify the infringing Software so that it ceases to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software with non-infringing software; or (iii) procure a license to enable You to legally continue using the Celonis Software. If We do not provide you with one of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription and either take back the infringing Celonis Software to the extent possible or require You to remove or delete it. 9.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;

Intellectual Property Indemnity. 9.1 Subject to Sections 9.3 and 9.4, We undertake shall at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that the possession, use, or support of the Celonis Software (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 Subject to Sections 9.3 and 9.4, in the event of an Infringement Claim, We shall, at Our sole option and expense (i) modify the infringing Software so that it ceases to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software with non-infringing software; or (iii) procure a license to enable You to legally continue using the Celonis Software. If We do not provide you with one of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription and either take back the infringing Celonis Software to the extent possible or require You to remove or delete it. 9.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control the defencedefense, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You; 9.4.3 Your use of the Software outside the scope of this Agreement, Your Subscription, the Order or the Documentation; or 9.4.4 an allegation that the Software consists of a function, system or method that utilizes generic process mining functionality that is not unique to the Software and the allegations of the Infringement Claim do not identify or relate to commercially unique aspects of the Software. 9.5 This Section 9 constitutes Your exclusive remedy and Our entire liability with respect to any actual or alleged Infringement Claims.

Intellectual Property Indemnity. 9.1 12.1 Subject to the Sections 9.3 12.3 and 9.412.4, We undertake at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 12.2 Subject to Sections 9.3 12.3 and 9.412.4, in the event of an Infringement Claim, We shall, at Our sole option and expense expense, (i) modify the infringing Software Services so that it ceases they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software Services with non-infringing softwaresoftware or services; or (iii) procure a license to enable You to legally continue using the Celonis SoftwareServices. If We do not provide you You with one of the options above, We may, at our Our sole discretion, terminate Your Subscription Order for the affected Celonis Software Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software to the extent possible or require You to remove or delete itaffected Services. 9.3 12.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 12.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 12.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 12.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 12.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use 12.3.5 use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized 12.4.1 unauthorized changes You have made or that have been made on Your behalf to the Celonis SoftwareServices or output thereof; 9.4.2 12.4.2 Your use of the Services or output thereof outside the scope of the Agreement, Your Subscription, the applicable Order or the Documentation; or 12.4.3 an allegation that the Cloud Service consist of a non-current Releasefunction, Major Release system or other Release, if method that utilizes generic process mining functionality that is not unique to the Cloud Service and the allegations of the Infringement Claim would have been avoided by You using do not identify or relate to the latest version commercially unique aspects of Celonis Software or Release that We have made available to You;the Cloud Service. 12.5 This Section 12 constitutes Your exclusive remedy and Our entire liability in respect of Infringement Claims.

Intellectual Property Indemnity. 9.1 12.1 Subject to the Sections 9.3 12.3 and 9.412.4, We undertake at Our own expense to defend You or, at Our option, to settle any claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software Cloud Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 12.2 Subject to Sections 9.3 12.3 and 9.412.4, in the event of an Infringement Claim, We shall, at Our sole option and expense expense, (i) modify the infringing Software Cloud Services so that it ceases to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software Cloud Services with non-infringing softwaresoftware or services; or (iii) procure a license to enable You to legally continue using the Celonis SoftwareCloud Services. If We do not provide you with one of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software Cloud Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software to the extent possible or require You to remove or delete itaffected Cloud Services. 9.3 12.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 12.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 12.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 12.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 12.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use 12.3.5 use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 12.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis SoftwareCloud Services; 9.4.2 12.4.2 Your use of the Cloud Services outside the scope of the Agreement, Your Subscription, the applicable Order or the Documentation; or 12.4.3 an allegation that the Cloud Services consist of a non-current Releasefunction, Major Release system or other Release, if method that utilizes generic process mining functionality that is not unique to the Cloud Services and the allegations of the Infringement Claim would have been avoided by You using do not identify or relate to the latest version commercially unique aspects of Celonis Software or Release that We have made available the Cloud Services. 12.5 This Section 12 constitutes your exclusive remedy and our entire liability in respect of infringement claims and is subject to You;Section 13, limitation of liability.

Intellectual Property Indemnity. 9.1 12.1 Subject to the Sections 9.3 12.3 and 9.412.4, We undertake at Our own expense to defend You or, at Our option, to settle any claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software Cloud Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 12.2 Subject to Sections 9.3 12.3 and 9.412.4, in the event of an Infringement Claim, We shall, at Our sole option and expense expense, (i) modify the infringing Software Cloud Services so that it ceases to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software Cloud Services with non-infringing softwaresoftware or services; or (iii) procure a license to enable You to legally continue using the Celonis SoftwareCloud Services. If We do not provide you with one of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software Cloud Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software to the extent possible or require You to remove or delete itaffected Cloud Services. 9.3 12.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 12.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 12.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 12.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 12.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use 12.3.5 use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 12.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis SoftwareCloud Services; 9.4.2 12.4.2 Your use of the Cloud Services outside the scope of the Agreement, Your Subscription, the applicable Order or the Documentation; or 12.4.3 an allegation that the Cloud Services consist of a non-current Releasefunction, Major Release system or other Release, if method that utilizes generic process mining functionality that is not unique to the Cloud Services and the allegations of the Infringement Claim would have been avoided by You using do not identify or relate to the latest version commercially unique aspects of Celonis Software or Release that We have made available to You;the Cloud Services. 12.5 This Section 12 constitutes your exclusive remedy and our entire liability in respect of infringement claims.

Intellectual Property Indemnity. 9.1 12.1 Subject to the Sections 9.3 12.3 and 9.412.4, We undertake at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 12.2 Subject to Sections 9.3 12.3 and 9.412.4, in the event of an Infringement Claim, We shall, at Our sole option and expense expense, (i) modify the infringing Software Services so that it ceases they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software Services with non-infringing softwaresoftware or services; or (iii) procure a license to enable You to legally continue using the Celonis SoftwareServices. If We do not provide you You with one of the options above, We may, at our Our sole discretion, terminate Your Subscription Order for the affected Celonis Software Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software to the extent possible or require You to remove or delete itaffected Services. 9.3 12.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 12.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 12.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 12.3.3 permit Us to exclusively control the defencedefense, negotiations and any settlement of the Infringement Claim; 9.3.4 12.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use 12.3.5 use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized 12.4.1 unauthorized changes You have made or that have been made on Your behalf to the Celonis SoftwareServices or output thereof; 9.4.2 12.4.2 Your use of the Services or output thereof outside the scope of the Agreement, Your Subscription, the applicable Order or the Documentation; or 12.4.3 an allegation that the Cloud Service consist of a non-current Releasefunction, Major Release system or other Release, if method that utilizes generic process mining functionality that is not unique to the Cloud Service and the allegations of the Infringement Claim would have been avoided by You using do not identify or relate to the latest version commercially unique aspects of Celonis Software or Release that We have made available to You;the Cloud Service. 12.5 THIS SECTION 12 CONSTITUTES YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY IN RESPECT OF INFRINGEMENT CLAIMS.

Intellectual Property Indemnity. 9.1 ‌ 12.1 Subject to the Sections 9.3 12.3 and 9.412.4, We undertake at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 12.2 Subject to Sections 9.3 12.3 and 9.412.4, in the event of an Infringement Claim, We shall, at Our sole option and expense expense, (i) modify the infringing Software Services so that it ceases they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software Services with non-infringing softwaresoftware or services; or (iii) procure a license to enable You to legally continue using the Celonis SoftwareServices. If We do not provide you You with one of the options above, We may, at our Our sole discretion, terminate Your Subscription Order for the affected Celonis Software Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software to the extent possible or require You to remove or delete itaffected Services. 9.3 12.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 12.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 12.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 12.3.3 permit Us to exclusively control the defencedefense, negotiations and any settlement of the Infringement Claim; 9.3.4 12.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use 12.3.5 use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized 12.4.1 unauthorized changes You have made or that have been made on Your behalf to the Celonis SoftwareServices or output thereof; 9.4.2 12.4.2 Your use of the Services or output thereof outside the scope of the Agreement, Your Subscription, the applicable Order or the Documentation; or 12.4.3 an allegation that the Cloud Service consist of a non-current Releasefunction, Major Release system or other Release, if method that utilizes generic process mining functionality that is not unique to the Cloud Service and the allegations of the Infringement Claim would have been avoided by You using do not identify or relate to the latest version commercially unique aspects of Celonis Software or Release that We have made available to You;the Cloud Service. 12.5 THIS SECTION 12 CONSTITUTES YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY IN RESPECT OF INFRINGEMENT CLAIMS.

Intellectual Property Indemnity. 9.1 Subject to Sections 9.3 16.1 CIPHR will indemnify and 9.4hold the Customer harmless against all losses, We undertake at Our own expense to defend You orliabilities, at Our option, to settle any claim or action brought against You alleging that the possession, use, or support of the Celonis Software costs (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”including legal costs on an indemnity basis) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result expenses arising out of or in connection with any claim made by a third party under English law that the use by the Customer or a Customer User of the Software infringes, any third party Intellectual Property provided that the Customer: 16.1.1 shall notify CIPHR in writing without undue delay and providing reasonable details of such Infringement Claimaction or claim, as soon as they become aware of it; 16.1.2 allows CIPHR to have exclusive conduct (at CIPHR’S expense) of the defence of such action or claim and/or negotiations for a settlement or compromise; and 16.1.3 shall give CIPHR (at the reasonable expense of CIPHR) all reasonably necessary assistance as and when requested by CIPHR in the defence settlement or compromise of such action or claim. 9.2 Subject 16.2 CIPHR shall have no liability to Sections 9.3 defend any action or claim or indemnify the Customer in connection with any IPR Infringement to the extent the same arises from: 16.2.1 the combination, connection, operation or use of the Software with any other software hardware or materials not supplied or approved for such combination connection operation or use by CIPHR; 16.2.2 any breach of the Customer’s obligations under this Agreement. 16.3 Where a court grants a final injunction in connection with an IPR Infringement which prevents the Customer’s use of the Software CIPHR shall be entitled at its own expense and 9.4, in option to: 16.3.1 procure for the event of an Infringement Claim, We shall, at Our sole option and expense (i) Customer the right to continue using the Software; 16.3.2 modify the infringing Software so that it ceases to be infringing the same is no longer an IPR Infringement without loss of substantial material diminution in software functionality; (ii) ; 16.3.3 replace the infringing portion of the Celonis Software with non-infringing software; or (iii) procure software which is not an IPR Infringement provided that such replacement does not entail a license material diminution in software functionality. 16.4 In the event that CIPHR is unable to enable You to legally continue using the Celonis Software. If We do not provide you with exercise one of the options above, We may, set out in clause 16.3 within a reasonable time from the date it receives notice of the said injunction duly served on the Customer then CIPHR shall at our sole discretionits own expense and in full and final settlement of any claim the Customer may have against CIPHR in addition to the Indemnity provided by this clause, terminate Your the SaaS Service in connection with the Software and refund any Subscription for Fee or other fees and charges pre-paid by the affected Celonis Software Customer in connection with immediate effect such SaaS service with the Subscription Fee to be refunded on a pro-rata basis from the date the said injunction is effective and reimburse You any prepaid Subscription Fees covering final to the remainder end of the Subscription Period in respect of which such fee has been paid and either take back received by CIPHR. v30-20200623 CIPHR Limited - Registered in England No: 04616229 | VAT Registration No: 242 6611 24 Registered Office: Xxxxx Xxxxx, 00-00 Xxxxxx Xx, Xxxxxx, Xxxxx, XX0 0XX Tel: +00 (0)0000 000000 | xxxxx.xxx Unless otherwise defined, capitalised terms shall have the infringing Celonis Software meaning given to them in the extent possible SaaS Agreement. Priorities shall be assessed for all Incidents logged with CIPHR and a priority will be allocated by CIPHR using its reasonable discretion after consultation with the Customer in accordance with the following table Priority Description Target response/resolution times during Working Hours 1. Critical Incidents causing entire System Environment to be inoperable or require You inaccessible to remove all Customer Users Response – 30 minutes Resolution – 3 hours 2. Urgent Incidents causing severe performance degradation or delete it. 9.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 provide Us with prompt written notice a key business function or a material part of the Infringement Claim;System Environment to be inoperable or inaccessible to all Customer Users. Will include situations where Customer Users can continue a business function or operation but with difficulty and the impact will or may become more significant within a short time. Response – 2 hours Resolution – 1 Working Day 9.3.2 do not enter into any settlement 3. Fairly Urgent Incidents causing inconvenient or compromise inefficient operation of business functions or minor part of the Infringement Claim without Our prior written consent; and do not undertake any System Environment to be inoperable or inaccessible to all Customer Users or data errors. Response – 1 Working Day Resolution – 3 Working Days 4. Not Urgent All other action Incidents. Response – 2 Working Days Resolution – next general fix, update or release v30-20200623 CIPHR Limited - Registered in response England No: 04616229 | VAT Registration No: 242 6611 24 Registered Office: Xxxxx Xxxxx, 00-00 Xxxxxx Xx, Xxxxxx, Xxxxx, XX0 0XX Tel: +00 (0)0000 000000 | xxxxx.xxx Unless otherwise defined, capitalised terms shall have the meaning given to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control them in the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement ClaimSaaS Agreement. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;

Intellectual Property Indemnity. 9.1 ‌ 12.1 Subject to the Sections 9.3 12.3 and 9.412.4, We undertake at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 12.2 Subject to Sections 9.3 12.3 and 9.412.4, in the event of an Infringement Claim, We shall, at Our sole option and expense expense, (i) modify the infringing Software Services so that it ceases they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software Services with non-infringing softwaresoftware or services; or (iii) procure a license to enable You to legally continue using the Celonis SoftwareServices. If We do not provide you You with one of the options above, We may, at our Our sole discretion, terminate Your Subscription Order for the affected Celonis Software Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software to the extent possible or require You to remove or delete itaffected Services. 9.3 12.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 : a provide Us with prompt written notice of the Infringement Claim; 9.3.2 ; b do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 ; c permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 ; d provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use and e use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized : a unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Services or output thereof; or b Your use of a non-current Releasethe Services or output thereof outside the scope of the Agreement, Major Release Your Subscription, the applicable Order or other Release, if the Documentation. 12.5 This Section constitutes Your exclusive remedy and Our entire liability with respect to Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;Claims.

Intellectual Property Indemnity. 9.1 Subject 2RESTORED represents and warrants to Sections 9.3 and 9.4, We undertake at Our own expense to defend You or, at Our option, to settle any claim or action brought against You alleging that the possessionCOPYRIGHTED MATERIAL does not and will not infringe upon any intellectual property rights of any third-party. As Your sole remedy with respect to the foregoing warranty, useupon Your receipt of any notice of infringement from a third-party, or support You shall have fourteen (14) calendar days to notify 2RESTORED of the Celonis Software (or any part thereof) in accordance non-compliance with the terms foregoing warranty and, upon receipt of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 Subject to Sections 9.3 and 9.4notice, in the event of an Infringement Claim, We 2RESTORED shall, at Our sole option and expense : (i) modify procure for You, or on your behalf, the infringing Software so that it ceases right to be infringing without loss of substantial functionalitycontinue using such COPYRIGHTED MATERIAL or component thereof; (ii) replace or modify the infringing portion of the Celonis Software with COPYRIGHTED MATERIAL so that it becomes non-infringing softwarewithout materially reducing the functionality thereof; or, if the remedies in clauses (i) and (ii) are not available after using commercially reasonable efforts, (iii) terminate Your right to use the COPYRIGHTED MATERIAL and give You a refund of the lesser of: (i) the fees paid by You for the COPYRIGHTED MATERIAL in the twelve (12) months immediately preceding the date of the event giving rise to the claim of infringement; and (ii) One Hundred Dollars ($100). Licensor shall have no liability for, and shall not indemnify you against, any infringement claim resulting from: (i) modification of any COPYRIGHTED MATERIAL; (ii) combination of any COPYRIGHTED MATERIAL with hardware, software or other intellectual property provided by anyone other than Licensor; (iii) use of a superseded or altered release of some or all of the COPYRIGHTED MATERIAL or any modification thereof furnished under this XXXX including, but not limited to, your failure to use corrections, fixes, or enhancements made available by Licensor; or (iiiiv) procure a license to enable You to legally continue using the Celonis Software. If We do not provide you with one of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription and either take back the infringing Celonis Software to the extent possible or require You to remove or delete it. 9.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;any COPYRIGHTED MATERIAL in any manner not expressly contemplated hereunder.

Intellectual Property Indemnity. 9.1 Subject 10.1 We warrant during the Subscription Term in accordance with the following provisions that the rights granted to Sections 9.3 and 9.4, We undertake at Our own expense to defend You or, at Our option, to settle any in accordance with Section 5 are not affected by third party rights in the Territory. 10.2 If a third party asserts a claim or action brought against You alleging that the possession, use, or support of the Celonis Software (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and ), We shall be responsible for any damages awarded against liable to You or agreed upon subject to the exclusions in settlement by Us Sections 10.3 and 10.4 as a result of or in connection with any such Infringement Claim. 9.2 follows. Subject to Sections 9.3 10.3 and 9.410.4, in the event of an Infringement Claim, We shall, at Our sole option and expense (i) a modify the infringing Software so that it ceases to be infringing without loss of substantial functionality; (ii) functionality or replace the infringing portion of the Celonis Software with non-infringing software; or (iii) b procure a license to enable You to legally continue using the Celonis SoftwareSoftware and hold You harmless form such license fees. If We do not provide you with one of the options above, We may, at our Our sole discretion, terminate Your Subscription for the affected Celonis Software with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription and either take back the infringing Celonis Software to the extent possible or require You to remove or delete it. Damage claims and claims for vain expenditure (vergebliche Aufwendungen) shall be subject to the limitation of liability in Section 11. 9.3 10.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 : a provide Us with prompt written notice of the Infringement Claim; 9.3.2 ; b do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 ; c permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 ; d provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use and e use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 10.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 : a Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 ; b Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;; or c Your use of the Software outside the scope of this Agreement, Your Subscription, the Order or supporting materials. 10.5 This Section 10 constitutes Your exclusive remedy and Our entire liability in respect of any actual or alleged infringement claims.

Intellectual Property Indemnity. 9.1 Subject 11.1 We warrant during the Subscription Term in accordance with the following provisions that the rights granted to Sections 9.3 and 9.4, We undertake at Our own expense to defend You or, at Our option, to settle any in accordance with Section 5 are not affected by third party rights. 11.2 If a third party asserts a claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software (or any part thereof) Service in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and ), We shall be responsible for any damages awarded against liable to You or agreed upon subject to the exclusions in settlement by Us Sections 11.3 and 1.1.1 as a result of or in connection with any such Infringement Claim.follows: 9.2 Subject to Sections 9.3 and 9.4, in the event of an Infringement Claim, We shall, at Our sole option and expense (i) a. modify the infringing Software Service so that it ceases to be infringing without loss of substantial functionality; (ii) functionality or replace the infringing portion of the Celonis Software Service with non-infringing softwaresoftware or services; or (iii) or b. procure a license to enable You to legally continue using the Celonis SoftwareService and hold You harmless from such license fees. If We do not provide you You with one of the options above, We may, at our Our sole discretion, terminate Your Subscription Order for the affected Celonis Software Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software affected Services. You shall be obliged at Our choice to destroy or return to Us all accompanying materials and copies thereof. Damage claims and claims for vain expenditure (vergebliche Aufwendungen) shall be subject to the extent possible or require You to remove or delete itlimitation of liability in Section 12. 9.3 11.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 a. provide Us with prompt written notice of the Infringement Claim; 9.3.2 b. do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 c. permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 d. provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 1.1.1. We shall not be liable to You for Infringement Claims where if and to the extent the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on by Your behalf own default (Verschulden). This particularly applies if and to the Celonis Software; 9.4.2 extent the Infringement Claim is caused by Your use of a non-current Release, Major Release the Cloud Services outside the scope of the Agreement or other Release, if the applicable Order. 11.4 This Section constitutes Your exclusive remedy and Our entire liability with respect to Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;Claims.

Intellectual Property Indemnity. 9.1 Subject to Sections 9.3 16.1 CIPHR will indemnify and 9.4hold the Customer harmless against all losses, We undertake at Our own expense to defend You orliabilities, at Our option, to settle any claim or action brought against You alleging that the possession, use, or support of the Celonis Software costs (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”including legal costs on an indemnity basis) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result expenses arising out of or in connection with any claim made by a third party under English law that the use by the Customer or a Customer User of the Software infringes, any third party Intellectual Property provided that the Customer: 16.1.1 shall notify CIPHR in writing without undue delay and providing reasonable details of such Infringement Claimaction or claim, as soon as they become aware of it; 16.1.2 allows CIPHR to have exclusive conduct (at CIPHR’S expense) of the defence of such action or claim and/or negotiations for a settlement or compromise; and 16.1.3 shall give CIPHR (at the reasonable expense of CIPHR) all reasonably necessary assistance as and when requested by CIPHR in the defence settlement or compromise of such action or claim. 9.2 Subject 16.2 CIPHR shall have no liability to Sections 9.3 defend any action or claim or indemnify the Customer in connection with any IPR Infringement to the extent the same arises from: 16.2.1 the combination, connection, operation or use of the Software with any other software hardware or materials not supplied or approved for such combination connection operation or use by CIPHR; 16.2.2 any breach of the Customer’s obligations under this Agreement. 16.3 Where a court grants a final injunction in connection with an IPR Infringement which prevents the Customer’s use of the Software CIPHR shall be entitled at its own expense and 9.4, in option to: 16.3.1 procure for the event of an Infringement Claim, We shall, at Our sole option and expense (i) Customer the right to continue using the Software; 16.3.2 modify the infringing Software so that it ceases to be infringing the same is no longer an IPR Infringement without loss of substantial material diminution in software functionality; (ii) ; 16.3.3 replace the infringing portion of the Celonis Software with non-infringing software; or (iii) procure software which is not an IPR Infringement provided that such replacement does not entail a license material diminution in software functionality. 16.4 In the event that CIPHR is unable to enable You to legally continue using the Celonis Software. If We do not provide you with exercise one of the options above, We may, set out in clause 16.3 within a reasonable time from the date it receives notice of the said injunction duly served on the Customer then CIPHR shall at our sole discretionits own expense and in full and final settlement of any claim the Customer may have against CIPHR in addition to the Indemnity provided by this clause, terminate Your the SaaS Service in connection with the Software and refund any Subscription for Fee or other fees and charges pre-paid by the affected Celonis Software Customer in connection with immediate effect such SaaS service with the Subscription Fee to be refunded on a pro-rata basis from the date the said injunction is effective and reimburse You any prepaid Subscription Fees covering final to the remainder end of the Subscription Period in respect of which such fee has been paid and either take back the infringing Celonis Software to the extent possible or require You to remove or delete itreceived by CIPHR. 9.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;

Intellectual Property Indemnity. 9.1 12.1 Subject to the Sections 9.3 12.3 and 9.412.4, We undertake at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 12.2 Subject to Sections 9.3 12.3 and 9.412.4, in the event of an Infringement Claim, We shall, at Our sole option and expense expense, (i) modify the infringing Software Services so that it ceases they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software Services with non-infringing softwaresoftware or services; or (iii) procure a license to enable You to legally continue using the Celonis SoftwareServices. If We do not provide you You with one of the options above, We may, at our Our sole discretion, terminate Your Subscription Order for the affected Celonis Software Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software to the extent possible or require You to remove or delete itaffected Services. 9.3 12.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 : a provide Us with prompt written notice of the Infringement Claim; 9.3.2 ; b do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 ; c permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 ; d provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use and e use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized : a unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Services or output thereof; or b Your use of a non-current Releasethe Services or output thereof outside the scope of the Agreement, Major Release Your Subscription, the applicable Order or other Release, if the Documentation. 12.5 This Section constitutes Your exclusive remedy and Our entire liability with respect to Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;Claims.

Intellectual Property Indemnity. 9.1 Subject to Sections 9.3 and 9.4, We undertake shall at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that the possession, use, or support of the Celonis Software (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 9.2 Subject to Sections 9.3 and 9.4, in the event of an Infringement Claim, We shall, at Our sole option and expense (i) modify the infringing Software so that it ceases to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software with non-infringing software; or (iii) procure a license to enable You to legally continue using the Celonis Software. If We do not provide you with one of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription and either take back the infringing Celonis Software to the extent possible or require You to remove or delete it. 9.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 provide Us with prompt written notice of the Infringement Claim; 9.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control the defencedefense, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You; 9.4.3 Your use of the Software outside the scope of this Agreement, Your Subscription, the Order or the Documentation; or 9.4.4 an allegation that the Software consists of a function, system or method that utilizes generic process mining functionality that is not unique to the Software and the allegations of the Infringement Claim do not identify or relate to commercially unique aspects of the Software. 9.5 This Section 8.7 constitutes Your exclusive remedy and Our entire liability with respect to any actual or alleged Infringement Claims.

Intellectual Property Indemnity. 9.1 13.1 Subject to Sections 9.3 clause 13.7, the Company will indemnify and 9.4, We undertake at Our own expense hold harmless the Customer against any damages (including reasonable costs) that may be awarded or reasonably agreed to defend You or, at Our option, be paid to settle any third party in respect of any claim or action brought against You alleging that the possessionnormal operation, use, possession or support use of the Celonis Software Licensed Program Materials by the Customer infringes the United Kingdom patent, copyright, design (registered or unregistered), trade xxxx or trade name of the said third party (“Intellectual Property Infringement”) provided that the Customer:- 13.1.1 gives notice (if oral to be confirmed in writing) to the Company or any part thereof) Intellectual Property Infringement forthwith upon becoming aware of the same; 13.1.2 gives the Company sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instructions of the Company; and 13.1.3 acts in accordance with the terms reasonable instructions of the Agreement infringes Company and gives the Proprietary Rights Company such assistance as it shall reasonably require in respect of a third party the conduct of the said defence, including without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents. 13.2 The Company shall reimburse the Customer’s reasonable costs incurred in complying with the Territory (“provisions of clause 13.1 above. 13.3 The Company shall have no liability to indemnify the Customer in respect of an Intellectual Property Infringement Claim”) and shall be responsible for if the same results from:- 13.3.1 any damages awarded against You unauthorised alteration, modification or agreed upon in settlement by Us as a result adjustment to the Licensed Program Materials without the written consent of the Company; or 13.3.2 the combination, connection, operation or in connection use of the Licensed Program Materials with any such Infringement Claimother equipment software goods or documentation not supplied by the Company; or 13.3.3 any breach of the Customer’s obligations under this Agreement. 9.2 Subject to Sections 9.3 and 9.4, in 13.4 In the event of an the Intellectual Property Infringement Claimthe Company shall be entitled at its own expense and option either to:- 13.4.1 procure the right for the Customer to continue using the Licensed Program Materials; or 13.4.2 make such alterations, We shall, at Our sole option and expense (i) modify modifications or adjustments to the infringing Software so Licensed Program Materials that it ceases to be they become non-infringing without loss of substantial functionalitya material diminution in performance or function; (ii) or 13.4.3 replace the infringing portion of the Celonis Software Licensed Program Materials with non-infringing software; or (iii) procure a license to enable You to legally continue using the Celonis Software. If We substitutes provided that such substitutes do not provide you with one entail a material diminution in performance or function. 13.5 If the Company in its reasonable judgement is not able to exercise any of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder set out in clauses13.4.1 to 13.4.3 above within 90 days of the Subscription and either take back date received noticed of the infringing Celonis Software Intellectual Property Infringement, it shall so notify the Customer who shall be entitled to terminate this Agreement by 14 days notice in writing to the extent possible or require You to remove or delete itCompany. 9.3 We shall only be liable 13.6 The provisions of this clause 13 set out the entire liability of the Company to You the Customer for any Infringement Claim provided You:Intellectual Property Infringement. 9.3.1 provide Us with prompt written notice 13.7 The Customer agrees and acknowledges that the Company shall have no liability of the Infringement Claim; 9.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related nature whatsoever to the Customer in respect of any Intellectual Property Infringement Claim. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf relating to the Celonis Third Party Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;.

Intellectual Property Indemnity. 9.1 Subject 11.1 We warrant during the Subscription Term in accordance with the following provisions that the rights granted to Sections 9.3 and 9.4, We undertake at Our own expense to defend You or, at Our option, to settle any in accordance with Section 5 are not affected by third party rights. 11.2 If a third party asserts a claim or action brought against You alleging that the possession, use, or support Your use of the Celonis Software (or any part thereof) Service in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and ), We shall be responsible for any damages awarded against liable to You or agreed upon subject to the exclusions in settlement by Us Sections 11.4 and 11.4e) as a result of or in connection with any such Infringement Claim.follows: 9.2 Subject to Sections 9.3 and 9.4, in the event of an Infringement Claim, We shall, at Our sole option and expense (ia) modify the infringing Software Service so that it ceases to be infringing without loss of substantial functionality; (ii) functionality or replace the infringing portion of the Celonis Software Service with non-infringing softwaresoftware or services; or (iiior b) procure a license to enable You to legally continue using the Celonis Software. Service and hold You harmless from such license fees. 11.3 If We do not provide you You with one of the options above, We may, at our Our sole discretion, terminate Your Subscription Order for the affected Celonis Software Services with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription Term and either take back terminate Your access and use of the infringing Celonis Software affected Services. You shall be obliged at Our choice to destroy or return to Us all accompanying materials and copies thereof. Damage claims and claims for vain expenditure (vergebliche Aufwendungen) shall be subject to the extent possible or require You to remove or delete itlimitation of liability in Section 12. 9.3 11.4 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 a) provide Us with prompt written notice of the Infringement Claim; 9.3.2 b) do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 9.3.3 c) permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 d) provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 9.4 e) We shall not be liable to You for Infringement Claims where if and to the extent the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on by Your behalf own default (Verschulden). This particularly applies if and to the Celonis Software; 9.4.2 extent the Infringement Claim is caused by Your use of a non-current Release, Major Release the Cloud Services outside the scope of the Agreement or other Release, if the applicable Order. 11.5 This Section constitutes Your exclusive remedy and Our entire liability with respect to Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;Claims.

Intellectual Property Indemnity. 9.1 Subject to Sections 9.3 16.1 CIPHR will indemnify and 9.4hold the Customer harmless against all losses, We undertake at Our own expense to defend You orliabilities, at Our option, to settle any claim or action brought against You alleging that the possession, use, or support of the Celonis Software costs (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”including legal costs on an indemnity basis) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result expenses arising out of or in connection with any claim made by a third party under English law that the use by the Customer or a Customer User of the Software infringes, any third party Intellectual Property provided that the Customer: 16.1.1 shall notify CIPHR in writing without undue delay and providing reasonable details of such Infringement Claimaction or claim, as soon as they become aware of it; 16.1.2 allows CIPHR to have exclusive conduct (at CIPHR’S expense) of the defence of such action or claim and/or negotiations for a settlement or compromise; and 16.1.3 shall give CIPHR (at the reasonable expense of CIPHR) all reasonably necessary assistance as and when requested by CIPHR in the defence settlement or compromise of such action or claim. 9.2 Subject 16.2 CIPHR shall have no liability to Sections 9.3 defend any action or claim or indemnify the Customer in connection with any IPR Infringement to the extent the same arises from: 16.2.1 the combination, connection, operation or use of the Software with any other software hardware or materials not supplied or approved for such combination connection operation or use by CIPHR; 16.2.2 any breach of the Customer’s obligations under this Agreement. 16.3 Where a court grants a final injunction in connection with an IPR Infringement which prevents the Customer’s use of the Software CIPHR shall be entitled at its own expense and 9.4, in option to: 16.3.1 procure for the event of an Infringement Claim, We shall, at Our sole option and expense (i) Customer the right to continue using the Software; 16.3.2 modify the infringing Software so that it ceases to be infringing the same is no longer an IPR Infringement without loss of substantial material diminution in software functionality; (ii) ; 16.3.3 replace the infringing portion of the Celonis Software with non-infringing software; or (iii) procure software which is not an IPR Infringement provided that such replacement does not entail a license material diminution in software functionality. 16.4 In the event that CIPHR is unable to enable You to legally continue using the Celonis Software. If We do not provide you with exercise one of the options above, We may, set out in clause 16.3 within a reasonable time from the date it receives notice of the said injunction duly served on the Customer then CIPHR shall at our sole discretionits own expense and in full and final settlement of any claim the Customer may have against CIPHR in addition to the Indemnity provided by this clause, terminate Your the SaaS Service in connection with the Software and refund any Subscription for Fee or other fees and charges pre-paid by the affected Celonis Software Customer in connection with immediate effect such SaaS service with the Subscription Fee to be refunded on a pro-rata basis from the date the said injunction is effective and reimburse You any prepaid Subscription Fees covering final to the remainder end of the Subscription Period in respect of which such fee has been paid and either take back received by CIPHR. v30-20200623 CIPHR Limited - Registered in England No: 04616229 | VAT Registration No: 242 6611 24 Registered Office: Abbey House, 00-00 Xxxxxx Xx, Xxxxxx, Xxxxx, XX0 0XX Tel: +00 (0)0000 000000 | xxxxx.xxx Unless otherwise defined, capitalised terms shall have the infringing Celonis Software meaning given to them in the extent possible SaaS Agreement. Priorities shall be assessed for all Incidents logged with CIPHR and a priority will be allocated by CIPHR using its reasonable discretion after consultation with the Customer in accordance with the following table Priority Description Target response/resolution times during Working Hours 1. Critical Incidents causing entire System Environment to be inoperable or require You inaccessible to remove all Customer Users Response – 30 minutes Resolution – 3 hours 2. Urgent Incidents causing severe performance degradation or delete it. 9.3 We shall only be liable to You for any Infringement Claim provided You: 9.3.1 provide Us with prompt written notice a key business function or a material part of the Infringement Claim;System Environment to be inoperable or inaccessible to all Customer Users. Will include situations where Customer Users can continue a business function or operation but with difficulty and the impact will or may become more significant within a short time. Response – 2 hours Resolution – 1 Working Day 9.3.2 do not enter into any settlement 3. Fairly Urgent Incidents causing inconvenient or compromise inefficient operation of business functions or minor part of the Infringement Claim without Our prior written consent; and do not undertake any System Environment to be inoperable or inaccessible to all Customer Users or data errors. Response – 1 Working Day Resolution – 3 Working Days 4. Not Urgent All other action Incidents. Response – 2 Working Days Resolution – next general fix, update or release v30-20200623 CIPHR Limited - Registered in response England No: 04616229 | VAT Registration No: 242 6611 24 Registered Office: Abbey House, 00-00 Xxxxxx Xx, Xxxxxx, Xxxxx, XX0 0XX Tel: +00 (0)0000 000000 | xxxxx.xxx Unless otherwise defined, capitalised terms shall have the meaning given to any Infringement Claim that is prejudicial to Our rights; 9.3.3 permit Us to exclusively control them in the defence, negotiations and any settlement of the Infringement Claim; 9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and 9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement ClaimSaaS Agreement. 9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software; 9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;