This INDEMNITY AGREEMENT (this “Agreement”) is made effective on same date of the initial use of the website's function and features such as the Training Page, Booking Page,
Monetary Transactions for Products and Services and all in-kind in which you create a transaction or any and all activity use of services offered through Tenntalk.org/Tennessee Advocacy Talk ”(hereinafter, “Tenntalk.org”) account by the user of the account and between the Tenntalk.org
WHEREAS, Tenntalk.org will be performing the following services for Tenntalk.org: Training, Blog, Bookings, Monetary Transactions for products and Services.; and WHEREAS, in exchange for valuable consideration, Tenntalk.org user desires to indemnify Tenntalk.org from any claims and/or litigation arising out of Tenntalk.org performance of the work of providing these services and specifically from state and federal law protocols pertaining to “Releases of Information,” used by workers for Mental Health, Behavioral Health, and Substance Abuse Treament Providers. Any and all users of the site, as well as users in healthcare and social working professions, hospitals, treatment centers, private practices, and anything similar to the kind, are responsible for abiding by state and federal laws pertaining to, ” Releases of Information,” and HIPPA guidelines.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,Tenntalk.org hereby agree as follows:
1. Indemnification.Worker Portal User shall fully defend, indemnify, and hold harmless Tenntalk.org from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever ( including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Tenntalk.org, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements to Tenntalk.org for all legal fees, expenses, and costs incurred by it.
2. Authority to Enter Agreement.Each Party warrants that the individuals who have signed this Agreement have the actual legal power, right, and authority to make this Agreement and bind each respective Party.
3. Amendment; Modification.No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by Tenntalk.org.
4. Waiver.No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service is voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.
5. Attorneys’ Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, shall be enTenntalk.org titled to recover reasonable attorneys’ fees and other related costs.
6. Entire Agreement.This Agreement contains the entire agreement between the Parties related to the matters specified herein and supersedes any prior oral or written statements or agreements between the Parties related to such matters.
7. Enforceability, Severability, and Reformation.If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under Tennessee law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Tennessee law.
8. Applicable Law.This Agreement shall be governed exclusively by the laws of Tennessee, without regard to conflict of law provisions.
9. Exclusive Venue and Jurisdiction.Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Tennessee. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.