12.1. Indemnification by QUORTEX QUORTEX shall defend, indemnify, and hold the Customer harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities awarded to a third party arising out of any non-frivolous claim by a third party during the Agreement (a “Claim”) that the Software or the Services when used in accordance with the provisions of this Agreement and the Documentation, infringe(s) a third-party copyright, provided that the Customer gives QUORTEX (a) prompt written notice of such claim; (b) sole authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as QUORTEX may reasonably request, at QUORTEX’ expense, in connection with such defense and/or settlement. Upon the occurrence of any Claim, or in the event that QUORTEX believes that such a Claim is likely, QUORTEX may, at its option (i) appropriately modify the Software or the Services so that it/they become(s) non-infringing, or substitute functionally equivalent software or services; (ii) obtain a license to the applicable third-party intellectual property rights; or (iii) terminate this Agreement on written notice to the Customer and refund to the Customer an amount equal to the Fees ex VAT paid by the Customer for such Software during the six (6) month period preceding the date of the termination notification. QUORTEX will have no obligation under this Section 12.1 or otherwise with respect to any Claim based upon: (i) any use of the Software or the Services not in accordance with this Agreement or the applicable Documentation; (ii) any use of the Software or the Services in combination with third-party products or services not supplied by QUORTEX; or (iii) any modification of the Software or the Services by any person other than QUORTEX or its authorized agents. THIS SUBSECTION SETS FORTH QUORTEX’ SOLE AND EXCLUSIVE OBLIGATIONS, AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. 12.2. Indemnification by the Customer The Customer agrees that the Customer will be responsible for its use and the Authorized Users’ use of the Software and the Services, and the Customer agrees to defend, indemnify, and hold harmless QUORTEX and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with the (i) Customer’s access to, use of, or alleged use of the Software and/or the Services; (ii) the Customer’s breach of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) the Customer’s violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between the Customer and any third party. QUORTEX agrees to give the Customer (a) prompt written notice of such claim; (b) sole authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as the Customer may reasonably request, at the Customer’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, the Customer shall not settle any third-party claim against QUORTEX unless such settlement completely and forever releases QUORTEX with respect thereto or unless QUORTEX provides its prior written consent to such settlement. In any action for which the Customer provides defense on behalf of QUORTEX, QUORTEX may participate in such defense at its own expense by counsel of its choice.