Standard Terms & Conditions

1. Services and Deliverables

Digichief provides services and content (collectively "Work Product") per the Subscriber Agreement. Subscribers must provide requested information for performance.

2. Timeline and Compensation for Additional Work

Digichief makes commercially reasonable efforts to meet project timelines. Work outside the agreement scope is charged at $175.00 per hour, beyond any maximum budget stated in the original agreement.

3. Compensation

(a) Amount. Payment follows the Subscriber Agreement terms. Partial-month services are pro-rated. Monthly reports and payment are due by the last day of the following calendar month.

(b) Late Payment. Payments 30+ days overdue incur monthly interest charges up to state maximum. Digichief may withhold services for unpaid invoices and reserves rights to pursue collection and legal fees.

4. Expenses

Subscribers reimburse incidental, out-of-pocket, and pre-approved travel expenses within 30 days of Digichief's reimbursement request.

5. Promotions

Digichief may publish non-confidential information regarding its Work Product for promotional purposes.

6. Independent Contractor

Digichief operates as an independent contractor with no employer-employee or partnership relationship created.

7. Representations and Warranties

Subscribers warrant authorization to enter the agreement and that performance won't violate third-party agreements or laws. They confirm ownership or usage rights for provided content.

Digichief disclaims all warranties except those expressly stated. Work Product is sold "AS IS" with no implied warranties of merchantability, fitness, or non-infringement.

8. Limitations of Liabilities

Digichief's liability is capped at amounts paid by Subscriber. It excludes liability for indirect, consequential, or punitive damages regardless of negligence notices.

9. License

(a) License of Content. Digichief grants limited, non-exclusive, non-transferable display/publication rights contingent on full payment. Subscribers cannot sublicense, sell, or redistribute without written permission.

(b) Subscriber Content. Subscriber-provided content remains Subscriber property. Digichief receives a non-exclusive license for agreement performance.

(c) Third Party Materials. Third-party materials remain owned by their respective owners.

10. Non-Solicitation

Subscribers cannot solicit or hire Digichief employees or contractors during the agreement term or for one year after termination without written consent.

11. Confidential Information

Only information designated "CONFIDENTIAL" in the Subscriber Agreement or clearly marked receives confidentiality protection. Recipients may disclose as necessary for performance.

12. Term, Termination, and Default

Initial term is 12 months from the Effective Date with automatic annual renewals. Non-renewal requires 90 days' written notice before anniversary dates. Digichief may adjust rates annually with 90 days' notice.

Events of Default include: incorrect representations, insolvency, failure to pay within 10 days of notice, failure to cooperate, or breach of material terms.

Upon termination, Subscriber pays outstanding invoices, uninvoiced services at standard rates, and all unreimbursed expenses.

14. Indemnification

Subscribers indemnify Digichief from third-party claims arising from breach of responsibilities, obligations, representations, or warranties.

15. Service Outage

Subscribers must immediately notify Digichief of service problems. Digichief uses reasonable efforts to resolve issues within its control. Service disruptions don't entitle subscribers to indirect, special, consequential, or punitive damages claims.

16. General Provisions

(a) Full Agreement and Integration. This agreement supersedes all prior agreements and understandings.

(b) Counterparts. The agreement may be executed in counterparts via email or electronic means.

(c) Amendment. Only written party agreement amends this agreement.

(d) Notices. Written notices are effective upon receipt or within three days of mailing, whichever occurs first.

(e) No Assignment. Neither party may assign without written consent, except by merger, operation of law, or FCC license transfer.

(f) No Waiver of Rights. Failure to exercise rights doesn't constitute waiver.

(g) Further Assurances. Parties execute necessary documents implementing agreement intent.

(h) No Third Party Beneficiaries. The agreement confers no rights on non-parties.

(i) Jurisdiction. All actions are brought exclusively in Fayette County, Kentucky courts.

(j) Governing Law. Kentucky and U.S. law govern without conflict-of-law considerations.

(k) Waiver of Right to Jury Trial. Both parties waive jury trial rights in disputes.

(l) Headings. Section captions are for convenience only and don't affect interpretation.

(m) Neutral Construction and Joint Drafting. Ambiguities aren't construed against either party.

(n) Severability. Invalid provisions are limited only as required; others remain enforceable.

(o) No Exclusivity. No exclusive relationship is established.

(p) Force Majeure. Digichief isn't liable for non-performance due to circumstances beyond reasonable control.

(q) Attorneys' Fees. Prevailing Digichief parties recover reasonable legal costs from Subscribers.