Definitions
“You” or “The Client” refers to the owner of the website to be maintained OR their representative.
“WPTechGuru,” and “WPTechGuru” represent a service provided by Empowered Marketing, LLC.
Empowered Marketing’s Indemnification
Empowered Marketing, LLC shall indemnify, defend and hold you harmless against any claims brought against you to the extent Empowered Marketing, LLC
- Infringed any trademark, copyright or patent in the United states or misappropriated any trade secret of a third party;
- Failed to make your website accessible.
Client’s Indemnification
Subject to the preceding paragraph, you agree to indemnify, defend and hold Empowered Marketing, LLC harmless against any claims brought against The Client to the extent those claims are based upon allegations that you a) infringed intellectual property rights or b) breached your agreement (if any) with any customer purchasing or licensing your goods or services or c) failed to comply with HIPAA requirements.
You agree, defend and hold Empowered Marketing, LLC harmless against any claims brought against Empowered Marketing, LLC to the extent those claims are based upon allegations that Empowered Marketing, LLC infringed intellectual property rights (on your behalf) OR that content already on your website infringed prior to involvement by Empowered Marketing, LLC
You agree, defend and hold Empowered Marketing, LLC harmless for any breach of privacy or loss of data from your website with the understanding that Empowered Marketing, LLC is:
- using best practices to protect your website from malicious attacks by placing a high priority on security and backups and
- is acting in good faith to keep your website secure and
- if your website (or websites) hosted on our server(s), acting in good faith to keep the server(s) secure.
Conditions to Indemnification
The foregoing obligations are conditioned upon: (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; (b) complete control of the defense and settlement thereof by the indemnifying party, provided that no settlement of an indemnified claim shall be made without the consent of the indemnified party, such consent not to be unreasonably withheld or delayed; and (c) reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense.
Limitation of Liability
In no event shall Empowered Marketing, LLC be liable to You under any legal or equitable theory, including but not limited to contract, tort, strict liability, negligence, common law or with respect to our website(s) or your website(s), the service or any content (i) for any lost profits, loss of use, or actual, special, indirect, incidental, punitive, or consequential damages of any kind whatsoever. You understand that your sole remedy for any damages you allege have been sustained as a result of the Services is to cancel your subscription.
Definition of “Claims”
For purposes of the indemnification section of this agreement, “claims” means losses, actions, liabilities, damages, expenses and reasonable attorneys’ fees and court costs.
Governing Law
This contract is governed by Florida law and any claims shall be brought in Pickens County Georgia.
The prevailing party shall be awarded his or her attorney’s fees and costs.