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4.5. Indemnification

4.5.1. Visma shall defend the Customer against any claim or litigation where a third party claims that the Customer’s use of the Software under the TOS infringes the third party’s patent, copyright or other intellectual property right. The Customer shall immediately notify Visma of any such claim. Visma shall indemnify the Customer for any damages awarded to the third party for infringement under a court- approved settlement or court ruling, including lawyer fees, provided that the Customer cooperates with Visma at Visma’s expense, and gives Visma full control of the legal process and settlement. Visma may at its discretion (i) modify the Software so that it no longer is in conflict, (ii) replace the Software with functionally equivalent software, (iii) obtain a license for the Customer’s continued use of the Software or (iv) terminate the Customer’s right of use for the Software against a refund of any Fees paid in advance for Subscription Periods that exceed the date of termination. The Customer may not make any other claims due to infringement of third party’s right.
4.5.2. The foregoing indemnity shall not apply if the Software have been used in breach of the TOS, including if the claim arises out of any use, modification, integration or customisation of the Software not carried out by Visma.
4.5.3. The Customer shall defend Visma against any claim or litigation where a third party claims that the Customer’s Data, or use of the Software 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 the Customer of any such claim. The Customer shall indemnify Visma for any damages imposed under a court- approved settlement or court ruling, including lawyer fees, provided that Visma cooperates with the Customer at the Customer’s expense and gives the Customer full control of the legal process and settlement. The Customer shall also indemnify Visma from all claims, fines, sanctions etc. resulting from the Customer's breach of the Customer's obligations regarding processing of Personal Data.
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