These Terms of Sale (this “Agreement”) govern the relationship between you (“Client”) and Sojourn Alaska, LLC, a Kentucky limited liability company (“Consultant”). Please read the terms of this Agreement carefully. By accessing, browsing, submitting information to and/or using this website, or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by the terms of this Agreement and our Privacy Policy, and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to the terms of this Agreement, please do not use this website.

  1. Services. Consultant shall provide consulting services (the “Services”) in accordance with the applicable proposal, invoice, or other engagement-specific instrument (the “Proposal”), or otherwise on an as-needed basis, provided that Consultant is not obligated to provide any Services until a Proposal is provided by Consultant and has been executed by Client.
  1. Consulting Agreement. This Agreement governs and controls as to all Services and Proposals provided by Consultant to Client. In the event any deal-specific terms of a Proposal expressly conflict with the terms of this Agreement, then such conflicting deal-specific terms in the Proposal shall prevail except that the Proposal prevails over any of Client’s general terms of purchase or other Client-provided purchase documentation, regardless of whether or when such terms or documentation is submitted, unless Consultant expressly agrees to such terms and/or documentation in writing.
  1. Pricing; Payment. Each Proposal shall establish pricing for the Services. All prices are exclusive of, and Client is responsible for, all sales, use, excise, and any other taxes, duties, or charges (“Taxes”) of any kind imposed on the Services. For avoidance of doubt, Client is not responsible for Taxes imposed on, or with respect to, Consultant’s income.
  1. Term;Termination. Either party may terminate this Agreement at any time by providing written notice to the other party. Upon termination, Consultant is entitled to receive the compensation earned as well as reimbursement of expenses incurred through the date of termination.
  1. Independent Contractor. The relationship of the parties is one of an independent contractor. Nothing herein may be construed to establish a principal-agent, employer-employee, partnership, joint venture, or any relationship other than of an independent contractor. Client agrees that Consultant is free to perform services for any third party or other client(s) at any time.
  1. Indemnification. Client will indemnify, defend, and hold harmless Consultant and its members, officers, employees, subconsultants, agents, successors and assigns against all losses, damages, or expenses (“Losses”), including attorneys’ fees and investigative costs, whether direct or indirect, that any indemnified party sustains or incurs as a result of any acts or omissions of Client or, as applicable, any of Client’s members, shareholders, officers, directors, employees, agents, representatives, successors, and assigns, or otherwise arising from the Services, this Agreement, or Proposal(s); provided that such indemnification obligations do not apply to the extent a court of competent jurisdiction conclusively determines a Loss was caused by Consultant’s gross negligence or willful misconduct.
  1. Intellectual Property. Client agrees that Consultant retains all rights to its intellectual property, including without limitation its inventions (whether or not patentable), trade secrets, know-how, and confidential information, regardless of whether it is incorporated into or utilized in connection with generating any deliverables under a Proposal. Client further agrees that any inventions, techniques, analyses, or other methods used in connection with a Proposal remain Consultant’s exclusive property.
  1. General. This Agreement and any corresponding Proposal(s) represent the entire agreement between the parties, and supersede any other verbal or written agreement between the parties. This Agreement may not be assigned in whole or in part without the prior written consent of the other party; provided that Client acknowledges and agrees that Consultant may utilize business partners or sub-consultants in performing the Services. Any provisions of this Agreement that by their nature should survive any expiration or termination of this Agreement will so survive, including without limitation Sections 3 and 6 through 13 hereof. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
  1. Governing Law; Forum Selection. This Agreement is governed by and construed in accordance with the laws of the State of Kentucky, without regard to its conflict of laws provisions. All claims arising out of this Agreement must be commenced in the state or federal courts located in Boone County, Kentucky and no other court or venue, and each party hereto submits to the personal jurisdiction of such courts.
  1. Force Majeure. Consultant is not liable, and is deemed not to have breached this Agreement or any Proposal, for any failure or delay in fulfilling or performing any term of this Agreement or any Proposal if such failure or delay is caused by or results from acts or circumstances beyond Consultant’s reasonable control.
  1. Liability Limitation.CONSULTANT’S AGGREGATE LIABILITY, WHETHER THE UNDERLYING CLAIM SOUNDS IN CONTRACT, TORT, OR OTHERWISE, MAY NOT EXCEED THE TOTAL SERVICES-RELATED AMOUNTS PAID TO CONSULTANT DURING THE 12-MONTH PERIOD ENDING WHEN THE CLAIM ARISES. CONSULTANT MAKES NO WARRANTY WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  1. Remote Damages Limitation.CONSULTANT WILL NOT LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, REGARDLESS WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT, OR OTHERWISE.
  1. Source of Recovery. Client agrees to look solely to Consultant for any recovery regarding any Loss or other damages relating to the Services, and Client covenants not to sue any member, employee, officer, subconsultant, agent, or other representative of Consultant.