Important Notice
This Indemnification Clause is part of and incorporated into the ComplianceWorxs
Terms of Service. By using ComplianceWorxs, you agree to these terms. For the complete agreement — including limitation of liability, subscription and payment terms, termination provisions, and governing law — please refer to the full
Terms of Service.
Client Indemnification
You agree to indemnify, defend, and hold harmless Socialize Commerce LLC DBA ComplianceWorxs, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, fees, penalties, or regulatory enforcement actions arising from:
- Your use of the Service
- Your regulatory, validation, or compliance decisions
- Reliance on the Service as a substitute for qualified professional judgment
- Failure to maintain regulatory compliance
- Violation of these Terms or applicable regulations
This indemnification obligation survives the termination or expiration of your use of the Service and applies to the fullest extent permitted by the laws of the Commonwealth of Massachusetts.
ComplianceWorxs Indemnification
ComplianceWorxs will indemnify you against third-party claims arising from a verified, confirmed data breach that is directly and solely attributable to ComplianceWorxs' negligence, provided that:
- You promptly notify ComplianceWorxs in writing upon becoming aware of such claim
- You cooperate fully in the defense of such claim
- You do not settle or admit liability without ComplianceWorxs' prior written consent
- ComplianceWorxs retains sole control over the defense and settlement of such claim
This indemnification does not extend to breaches caused by your own actions, third-party integrations outside ComplianceWorxs' control, or your failure to implement recommended security measures.
Scope & Exclusions
This indemnification clause does not cover:
- Regulatory penalties, fines, or enforcement actions resulting from your compliance decisions, even if informed by ComplianceWorxs outputs
- Claims arising from your use of AI-assisted outputs without independent verification by qualified professionals
- Damages arising from your failure to validate systems, processes, or procedures as required by applicable regulations
- Any claims arising from modification, misuse, or unauthorized use of the Service
For liability caps, excluded damages, subscription terms, termination rights, and governing law, see the full Terms of Service.
Questions About Indemnification?
If you have questions about your indemnification obligations or ours, contact us at
legal@complianceworxs.com. We recommend consulting with your own legal counsel before relying on any compliance tool for regulated activities.