Common use of Indemnification Clause in Contracts

Indemnification. 10.1. Visma shall defend Customer against any claim or litigation where a third party claims that the Customer’s use of the Services under the TOS is in conflict or infringement with the third party’s patent, copyright or other intellectual property rights. Customer shall immediately notify Visma of any such claim. Visma shall, to the extent that it is liable, indemnify the Customer for any cost, charge, damages, expense or loss imposed upon Customer under a court- approved settlement or court ruling, as well as lawyer fees, provided that Customer cooperates with Visma at Visma’s expense and gives Visma full control of the legal process and settlement, and that the settlement releases Customer from all liability. Visma may at its discretion (i) modify the Services so they no longer are in conflict or infringement, (ii) replace the Services with functionally equivalent Services, (iii) obtain a license for the Customer’s continued use of the Service or (iv) terminate the Customer’s Accounts for the Services against a refund for any Subscription fees paid in advance for License periods that exceed the date of termination. The Customer may not make any other claims due to infringement of third party’s right. 10.2. The foregoing indemnity shall not apply if the Services have been used in breach of the TOS or if the claim arises out of any modification, integration or customisation of the Services not carried out by Visma. 10.3. Customer shall defend Visma against any claim or litigation where a third party claims that the Customer’s Data, or use of the Services in breach of the TOS, is in conflict or infringement with the third party’s patent, copyright or other intellectual property rights, or is in breach or violation of applicable law. Visma shall immediately notify Customer of any such claim. Customer shall indemnify Visma for any cost, charge, damages, expense or loss imposed upon Visma under a court- approved settlement or court ruling, as well as lawyer fees, provided that Visma cooperates with Customer at Customer’s expense and gives Customer full control of the legal process and settlement, and that the settlement releases Visma from all liability.