Terms and Conditions
Terms and Conditions
Effective Date: 10/1/2025
Last Updated: 10/1/2025
1. Introduction and Acceptance
These Terms and Conditions (the “Terms”) govern your use of services provided by Hudson Sky LLC (“Hudson Sky,” “we,” “us,” or “our”), a Illinois Limited Liability Company located at 1890 N Milwaukee Ave STE 1A, Chicago, IL 60647.
By engaging our services, signing a service agreement, or using our website, you (“Client,” “Customer,” “you,” or “your”) agree to be bound by these Terms, our Master Services Agreement (MSA), any applicable Statement of Work (SOW), and our Privacy Policy.
Contact Information:
Hudson Sky LLC
1890 N Milwaukee Ave STE 1A
Chicago, IL 60647
Email: legal@hudsonsky.com
Phone: +1.312.561.0000
2. Services Overview
Hudson Sky is a Managed Services Provider (MSP) specializing in comprehensive IT infrastructure management, cybersecurity, and technology consulting services. Our services include, but are not limited to:
2.1 Core Services
- Managed IT Services: 24/7/365 remote monitoring and management, helpdesk support, server and network management
- Cybersecurity Services: Advanced endpoint protection, firewall management, vulnerability management, security awareness training, dark web monitoring
- Cloud Services: Microsoft 365/Azure management, cloud hosting, migration services
- Backup and Disaster Recovery: Automated backup monitoring, data restoration services, disaster recovery planning
- Virtual CIO Services: Strategic IT planning, budgeting, asset management, vendor liaison
- Professional Services: Network design and implementation, project management, compliance consulting
2.2 Service Tiers
Hudson Sky offers multiple service tiers to meet varying business needs:
- No Plan: Pay-per-incident support at standard hourly rates
- Budget Plan: Basic managed services with scheduled maintenance and monitoring
- Professional Plan: Comprehensive managed services with enhanced security features
- Premium Plan: Enterprise-level support with dedicated account management and advanced security
Specific inclusions for each tier are detailed in your Service Agreement and on our website at https://hudsonsky.com.
3. Contract Terms and Renewals
3.1 Initial Contract Term
Unless otherwise specified in your Service Agreement, the standard initial contract term is thirty-six (36) months from the Commencement Date.
3.2 Automatic Renewal
Upon expiration of the initial term, this agreement will automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.
3.3 Termination by Client
Termination for Convenience: Client may terminate services by providing ninety (90) days written notice to Hudson Sky. Termination for convenience prior to the end of the contract term will result in Early Termination Fees as described in Section 3.4.
Termination for Cause: Either party may terminate immediately upon written notice if the other party:
- Materially breaches this agreement and fails to cure within thirty (30) days of written notice
- Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
- Ceases business operations
3.4 Early Termination Fees
If Client terminates services prior to the end of the contracted term for any reason other than Hudson Sky’s material breach, Client agrees to pay an Early Termination Fee equal to fifty percent (50%) of the remaining contract value.
Calculation Example: If Client has twelve (12) months remaining on a contract with monthly fees of $5,000, the Early Termination Fee would be $30,000 (50% of the $60,000 remaining contract value).
This fee compensates Hudson Sky for committed resources, lost business opportunities, and administrative costs associated with early termination.
3.5 Termination by Hudson Sky
Hudson Sky may terminate services with thirty (30) days written notice if Client:
- Fails to pay any invoice within thirty (30) days of the due date
- Refuses to comply with reasonable security recommendations that pose significant risk
- Violates the Acceptable Use Policy (Section 11)
- Interferes with Hudson Sky’s ability to provide services to other clients
4. Fees, Payment Terms, and Price Adjustments
4.1 Service Fees
Service fees are based on the selected service tier and number of covered devices, users, and locations as specified in your Service Agreement. Fees are billed monthly in advance unless otherwise agreed in writing.
4.2 Payment Terms
- Due Date: All invoices are due upon receipt unless alternative payment terms are specified in your Service Agreement
- Payment Methods: ACH transfer, credit card, or check
- Late Payments: Invoices not paid by the due date will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less)
- Suspension of Services: Hudson Sky reserves the right to suspend services if payment is more than fifteen (15) days past due, with five (5) days written notice
- Collections: Client agrees to pay all collection costs, including reasonable attorney’s fees, incurred by Hudson Sky in collecting past-due amounts
4.3 Annual Price Adjustments
Hudson Sky reserves the right to adjust service fees annually upon renewal. Price increases will not exceed the greater of five percent (5%) or the applicable Consumer Price Index (CPI) cost of living adjustment for the Chicago metropolitan area.
Client will receive written notice of any price adjustment at least sixty (60) days prior to the renewal date. If Client does not accept the adjusted pricing, Client may terminate the agreement by providing written notice within thirty (30) days of receiving the price adjustment notice, subject to Early Termination Fees if terminating before the end of the current term.
4.4 Taxes
All fees are exclusive of federal, state, and local sales, use, value-added, and other taxes. Client is responsible for all applicable taxes except those based on Hudson Sky’s net income. If Hudson Sky is required to pay such taxes, Client will reimburse Hudson Sky within thirty (30) days of invoice.
4.5 Expenses
Unless otherwise specified in the Service Agreement, Client agrees to reimburse Hudson Sky for all actual, reasonable, and necessary expenses incurred in the performance of services, including:
- On-site visit travel and mileage
- Shipping and handling of equipment
- Third-party vendor fees
- After-hours emergency support premiums
All reimbursable expenses will be documented with receipts and invoiced separately.
5. Service Changes and Account Management
5.1 Adding or Removing Users and Devices
Client may request changes to the number of covered users or devices by providing five (5) business days written notice to Hudson Sky.
- Effective Date: Changes take effect immediately upon Hudson Sky’s confirmation
- Proration: Hudson Sky does not prorate fees for mid-month changes
- Billing Adjustments: Additions will be billed on the next invoice; removals will be reflected on the invoice following the removal date
5.2 Service Tier Changes
Client may request to upgrade or downgrade service tiers by providing thirty (30) days written notice.
- Upgrades: Take effect immediately upon Hudson Sky’s confirmation; Client will be billed for the upgraded tier starting the following billing cycle
- Downgrades: Take effect at the start of the next billing cycle after the thirty (30) day notice period
- Mid-Contract Downgrades: Downgrading service tiers during the initial contract term may be subject to approval by Hudson Sky and may impact contract terms
5.3 Service Suspension
Hudson Sky may temporarily suspend services without liability if:
- Client’s account is more than fifteen (15) days past due
- Client’s systems are compromised and pose a security risk to other clients
- Client violates the Acceptable Use Policy
- Emergency maintenance is required
Hudson Sky will provide advance notice of suspension when reasonably possible, except in emergency situations.
6. Support Hours, Response Times, and Service Levels
6.1 Standard Support Hours
- Remote Support: Monday – Friday, 8:00 AM – 9:00 PM Central Time
- On-Site Support: Monday – Friday, 8:00 AM – 5:00 PM Central Time
- Emergency Support: 24/7/365 availability at premium rates
- Helpdesk: Available via phone, email, chat, and ticketing system during standard support hours
6.2 Response Time Targets
Hudson Sky strives to respond to support requests according to the following targets:
Priority Level | Description | Target Response Time |
---|---|---|
Critical | Server offline, network down, multiple users unable to work | 15 minutes |
High | CEO/key personnel system down, critical application unavailable | 1 hour |
Medium | Single user issue, non-critical printer down, connectivity problems | 2 hours |
Low | Single user software installation, non-urgent configuration request | 4 hours |
Maintenance | Proactive maintenance, updates, new equipment setup | Scheduled |
IMPORTANT: These are target response times, not guarantees. “Response” means acknowledgment of the request and commencement of troubleshooting, not resolution time.
6.3 No Uptime Guarantee
Hudson Sky does not guarantee any specific uptime percentage or service availability. While we implement industry best practices and proactive monitoring, various factors beyond our control (including internet service provider outages, hardware failures, and third-party software issues) may impact system availability.
6.4 Exclusions from Response Times
Response time targets do not apply when:
- Issues are caused by Client’s failure to follow Hudson Sky recommendations
- Client denies Hudson Sky timely access to systems or facilities
- Problems result from unauthorized modifications by Client or third parties
- Issues stem from equipment or software not covered under the Service Agreement
- Force majeure events occur (see Section 15)
6.5 Emergency Support Rates
After-hours emergency support (outside standard support hours) is available at a premium rate of $295 per hour with a two (2) hour minimum. Emergency support must be requested by an Authorized Contact and involves genuine business-critical issues requiring immediate attention.
7. Client Responsibilities and Obligations
7.1 Administrative Access and Credentials
Client must provide Hudson Sky with:
- Administrative credentials for all systems, applications, and services covered under the Service Agreement
- Timely updates to credentials when changed
- Physical and remote access to all covered equipment and networks as reasonably required
- VPN access or equivalent remote connectivity to Client’s network
Client remains responsible for maintaining security of credentials and access provided to Hudson Sky. Hudson Sky will store all credentials securely in encrypted password management systems.
7.2 Network Changes and Modifications
Client must notify Hudson Sky at least five (5) business days in advance of:
- Any network infrastructure changes
- Installation of new equipment or software
- Changes to internet service providers
- Office relocations or equipment moves
- Engagement of other IT service providers or consultants
Failure to notify Hudson Sky of changes may result in monitoring gaps, service interruptions, and additional troubleshooting fees.
7.3 Physical Environment
Client must maintain all covered equipment in appropriate conditions:
- Climate-controlled environment (temperature between 50-80°F, humidity between 20-80%)
- Clean, dust-free space with adequate ventilation
- Proper electrical power with surge protection
- Secure physical access to prevent theft or tampering
- Compliance with all applicable building codes and fire safety regulations
7.4 Internet Connectivity
Client must maintain adequate internet bandwidth to support:
- Hudson Sky’s remote monitoring and management tools (minimum 10 Mbps upload/download recommended)
- Normal business operations and user productivity
- Cloud-based applications and services
- Backup and data replication activities
If internet connectivity is insufficient, Hudson Sky is not responsible for service degradation or monitoring gaps.
7.5 Security Incident Reporting
Client must notify Hudson Sky within two (2) hours of discovering or suspecting:
- Security breaches or unauthorized access
- Malware or ransomware infections
- Data loss or corruption
- Unusual system behavior indicating potential compromise
- Receipt of phishing attempts or social engineering attacks
Prompt notification enables Hudson Sky to respond quickly and minimize potential damage.
7.6 Cooperation and Designated Contacts
Client must:
- Designate at least one (1) Authorized Contact with authority to approve changes and make decisions
- Respond to Hudson Sky inquiries within reasonable timeframes
- Provide necessary information for troubleshooting and service delivery
- Allow Hudson Sky to perform scheduled maintenance during agreed-upon windows
- Participate in quarterly or annual technology business reviews as applicable
7.7 Compliance with Laws and Policies
Client is responsible for:
- Ensuring all software and licensing is properly obtained and legal
- Compliance with all applicable data privacy and protection laws (HIPAA, CCPA, GDPR, etc.)
- Maintaining appropriate cyber liability and business insurance
- Following Hudson Sky’s Acceptable Use Policy (Section 11)
- Employee training and enforcement of security policies
7.8 Backup Verification
While Hudson Sky monitors backup systems, Client is ultimately responsible for verifying the integrity and completeness of backed-up data. Hudson Sky recommends Client perform periodic test restores to ensure data recoverability.
8. Data Management, Backups, and Data Return
8.1 Data Ownership
Client retains all ownership rights to Client data. Hudson Sky claims no ownership of any data, files, or information stored on Client systems or in backup systems.
8.2 Backup Services
For Clients with backup services included in their Service Agreement:
- Monitoring: Hudson Sky monitors backup completion and alerts Client to failures
- Retention: Backup retention periods vary by service tier and backup solution (typically 30-90 days)
- Restoration: Hudson Sky will assist with data restoration at no additional charge for covered systems
- Verification: Client should periodically verify backup integrity through test restores
IMPORTANT: Hudson Sky is not liable for data loss due to backup failures, provided we have followed industry-standard backup procedures and promptly notified Client of backup issues.
8.3 Data Export and Portability
Upon request, Hudson Sky will provide Client with access to export data in commonly used formats.
- During Active Service: Data export assistance is included at no charge
- After Termination: Data export is available for thirty (30) days after termination at the rate of $175 per hour
- Format: Data will be provided in native format or commonly accessible formats (CSV, PST, etc.)
- Delivery Method: USB drive, secure file transfer, or other mutually agreed method
8.4 Data Retention After Termination
Following termination of services:
- 30-Day Grace Period: Hudson Sky will retain Client data for thirty (30) days after the termination date
- Data Export Request: Client must request data export within this thirty (30) day period
- Secure Deletion: After thirty (30) days, Hudson Sky will securely delete all Client data from our systems and backups in accordance with industry standards
- No Recovery: Once data is deleted, it cannot be recovered
8.5 Data Security and Confidentiality
Hudson Sky implements reasonable administrative, technical, and physical safeguards to protect Client data, including:
- Encrypted storage and transmission
- Access controls and authentication
- Regular security audits and updates
- Employee confidentiality agreements
- Compliance with applicable data protection laws
For detailed information about data handling practices, see our Privacy Policy at https://hudsonsky.com/privacy-policy.
9. Equipment, Hardware, and Software
9.1 Equipment Ownership Models
Hudson Sky provides equipment and hardware through several models:
Client-Owned Equipment:
- Client purchases equipment directly or through Hudson Sky
- Client owns equipment immediately upon payment
- Hudson Sky provides installation, configuration, and ongoing management
- Client responsible for equipment repair/replacement costs
Leased Equipment:
- Hudson Sky provides equipment under lease terms specified in Service Agreement
- Client makes monthly lease payments as part of service fees
- Ownership transfers to Client at end of lease term
- Client responsible for equipment loss or damage beyond normal wear
Hudson Sky-Owned Equipment:
- Hudson Sky provides equipment as part of managed service offering
- Hudson Sky retains ownership throughout service term
- Client returns equipment upon termination in good working condition
- Hudson Sky responsible for equipment repair/replacement during term
Specific equipment ownership terms will be detailed in your Service Agreement or Equipment Schedule.
9.2 Software Licensing
Client-Provided Licenses:
- Client is responsible for obtaining and maintaining all required software licenses
- Client must provide proof of licensing upon request
- Hudson Sky is not liable for Client use of unlicensed or pirated software
Hudson Sky-Procured Licenses:
- Hudson Sky can procure software licenses on Client’s behalf
- Licenses are billed separately as a pass-through cost with no markup (unless otherwise specified)
- Client is responsible for compliance with all license terms
- Some licenses may be included in monthly service fees as specified in the Service Agreement
9.3 Recommended Technology Platform (RTP)
Hudson Sky maintains a Recommended Technology Platform (RTP) consisting of tested, supported hardware and software solutions. The current RTP is available at https://hudsonsky.com/rtp.
Benefits of RTP Compliance:
- Faster support response times
- Reduced troubleshooting complexity
- Better integration and reliability
- Proactive maintenance and updates
Non-RTP Equipment and Software:
- Hudson Sky will make reasonable efforts to support non-RTP items
- Additional troubleshooting time may be required (potentially at Client expense)
- Hudson Sky cannot guarantee compatibility or performance
- Client must notify Hudson Sky before deploying non-RTP items
9.4 Equipment Returns Upon Termination
Upon termination of services, Client must:
- Hudson Sky-Owned Equipment: Return all Hudson Sky-owned equipment within fifteen (15) days in good working condition, normal wear excepted
- Shipping: Client is responsible for shipping costs and insurance
- Unreturned Equipment: Client will be charged the fair market value of any unreturned equipment
- Data Sanitization: Hudson Sky will securely wipe all Client data from returned equipment
9.5 Warranty and Vendor Management
Manufacturer Warranties:
- Equipment is covered by manufacturer warranty terms
- Hudson Sky will assist with warranty claims for equipment we provided
- Client is responsible for warranty claims on Client-purchased equipment
No Hudson Sky Equipment Warranty:
- Hudson Sky provides no warranty on hardware performance or longevity
- Hudson Sky’s warranty is limited to professional services quality (Section 10.3)
10. Service Limitations, Warranties, and Disclaimers
10.1 Scope of Services
Hudson Sky’s services are limited to those expressly described in your Service Agreement. Unless specifically included:
Excluded Services:
- Line-of-business application support (except as specified)
- Consumer-grade equipment (personal devices, home networks)
- Services provided by other IT vendors or consultants
- Physical equipment moves or office relocations
- Custom software development
- Non-IT services (electrical work, cabling, construction)
10.2 No Absolute Security Guarantee
IMPORTANT: No IT services provider can guarantee absolute security or 100% prevention of cybersecurity incidents. Despite implementing industry best practices:
- Cyberattacks and data breaches may still occur
- New vulnerabilities and threats emerge constantly
- User error and social engineering remain significant risks
- Third-party systems and vendors may introduce vulnerabilities
Client acknowledges that cybersecurity is a risk management process, not a guarantee of prevention. Client should maintain appropriate cyber liability insurance.
10.3 Limited Service Warranty
Hudson Sky warrants that:
- Services will be performed by qualified personnel with appropriate skills and experience
- Services will be performed in accordance with generally recognized industry standards
- Services will conform to the descriptions in the applicable Service Agreement
Warranty Period: Thirty (30) days from service delivery
Exclusive Remedy: If Hudson Sky breaches this warranty, Hudson Sky’s sole obligation is to re-perform the deficient services at no additional charge to Client. If Hudson Sky cannot cure the breach after reasonable attempts, Client may terminate the applicable SOW and receive a pro-rata refund of pre-paid fees.
10.4 DISCLAIMER OF OTHER WARRANTIES
EXCEPT AS EXPRESSLY STATED IN SECTION 10.3, HUDSON SKY PROVIDES ALL SERVICES AND PRODUCTS “AS IS” WITHOUT WARRANTY OF ANY KIND.
HUDSON SKY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY
- FITNESS FOR A PARTICULAR PURPOSE
- NON-INFRINGEMENT
- TITLE
- AVAILABILITY OR UPTIME GUARANTEES
- DATA ACCURACY OR COMPLETENESS
- SYSTEM COMPATIBILITY
THIRD-PARTY PRODUCT WARRANTIES: Hudson Sky makes no warranty regarding any hardware, software, or services provided by third parties. Client must rely on the manufacturer’s or vendor’s warranty terms.
10.5 Warranty Exclusions
The limited warranty in Section 10.3 does not apply if service failures result from:
Client Actions:
- Failure to follow Hudson Sky’s instructions or recommendations
- Unauthorized modifications by Client or third parties
- Refusal to implement critical security updates or patches
- Failure to provide timely access to systems or facilities
- Non-payment or breach of this agreement
Environmental Factors:
- Improper power supply, climate control, or physical environment
- Natural disasters, acts of God, or force majeure events
- Lightning strikes, electrical surges, or power failures
Third-Party Issues:
- Internet service provider outages or failures
- Third-party software bugs or compatibility issues
- Vendor delays or failures
- Actions of other IT service providers engaged by Client
Equipment Issues:
- Physical damage, abuse, or misuse of equipment
- Normal wear and tear or end of useful life
- Hardware failures (covered by manufacturer warranty only)
Security Incidents:
- User error or social engineering attacks (phishing, etc.)
- Zero-day vulnerabilities or previously unknown threats
- Compromise resulting from Client’s failure to follow security policies
Intentional Actions:
- Use of unlicensed, pirated, or illegal software
- Running prohibited services (crypto mining, etc.)
- Violation of Acceptable Use Policy
11. Acceptable Use Policy
11.1 Purpose
This Acceptable Use Policy (“AUP”) ensures that Client’s use of Hudson Sky services and systems does not compromise security, violate laws, or negatively impact other clients or the broader community.
11.2 Prohibited Activities
Client agrees NOT to:
Illegal Activities:
- Use services for any illegal purpose or in violation of any applicable laws
- Store, transmit, or distribute illegal content including child exploitation material
- Engage in or facilitate fraud, identity theft, or financial crimes
- Violate intellectual property rights (piracy, copyright infringement)
Security and Network Abuse:
- Attempt to gain unauthorized access to any systems or networks
- Distribute malware, viruses, or malicious code
- Conduct network scanning, penetration testing, or vulnerability assessments without prior written approval
- Engage in denial of service attacks or network disruption
- Use systems to probe, scan, or test vulnerabilities of other systems
Resource Abuse:
- Cryptocurrency mining or blockchain activities
- Excessive resource usage that impacts system performance for other clients
- Operating public-facing servers or services without prior written approval
- Reselling or redistributing Hudson Sky services without authorization
System Integrity:
- Running outdated or unsupported operating systems (Windows 7, Windows XP, Server 2008, etc.)
- Disabling, tampering with, or circumventing security controls
- Hosting publicly accessible servers without proper security measures and Hudson Sky approval
- Running unauthorized services that create security vulnerabilities
Data and Privacy:
- Transmitting unsolicited bulk email (spam) or engaging in email harvesting
- Violating privacy laws or regulations (HIPAA, CCPA, GDPR, etc.)
- Sharing credentials or unauthorized access to systems
- Storing or transmitting sensitive data without appropriate encryption and safeguards
11.3 Compliance Requirements
Client must:
- Maintain current and properly licensed software
- Implement and enforce appropriate user security policies
- Promptly apply security updates and patches as recommended by Hudson Sky
- Maintain compliance with all applicable industry regulations
- Conduct employee security awareness training
- Report security incidents promptly to Hudson Sky
11.4 Enforcement
Violations of this AUP may result in:
- First Violation: Written warning and requirement to cure within five (5) business days
- Repeat Violations: Suspension of services with five (5) days notice
- Serious Violations: Immediate suspension or termination without notice
- Legal Violations: Reporting to appropriate law enforcement authorities
- Financial Liability: Client is responsible for any damages, costs, or liabilities incurred by Hudson Sky due to Client’s AUP violations
11.5 Reporting Violations
If you become aware of any AUP violations by others, please report them to legal@hudsonsky.com.
12. Limitation of Liability
12.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HUDSON SKY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR:
- LOSS OF USE, REVENUE, OR PROFIT
- LOSS OF DATA OR DIMINUTION IN VALUE
- BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES
- COST OF SUBSTITUTE SERVICES OR EQUIPMENT
- CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT HUDSON SKY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Limitation of Total Liability
IN NO EVENT SHALL THE TOTAL LIABILITY OF HUDSON SKY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO HUDSON SKY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12.3 Exceptions to Limitations
The limitations in Sections 12.1 and 12.2 do not apply to:
- Client’s payment obligations under this agreement
- Client’s indemnification obligations (Section 13)
- Claims arising from Client’s violation of the Acceptable Use Policy
- Gross negligence or willful misconduct by Hudson Sky
- Violations of intellectual property rights
12.4 Essential Purpose
Client acknowledges and agrees that the limitations of liability in this Section 12 are essential elements of the bargain between the parties and that Hudson Sky’s pricing reflects these limitations.
12.5 Declined Services Limitation
HUDSON SKY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR SECURITY INCIDENTS RELATED TO ANY PRODUCT, SERVICE, OR SECURITY MEASURE THAT HUDSON SKY RECOMMENDED TO CLIENT BUT CLIENT DECLINED TO PURCHASE OR IMPLEMENT.
If Hudson Sky recommends a security tool, software update, hardware replacement, or other protective measure and Client declines for any reason, Hudson Sky is not liable for any consequences of that decision.
13. Indemnification
13.1 Client Indemnification
Client agrees to indemnify, defend, and hold harmless Hudson Sky, its officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to:
- Client’s violation of this Agreement or any applicable law
- Client’s violation of the Acceptable Use Policy
- Client’s use of unlicensed, pirated, or illegal software
- Claims that Client’s data or content infringes third-party intellectual property rights
- Client’s negligence, willful misconduct, or fraud
- Claims arising from Client’s products, services, or business operations
- Client’s failure to maintain appropriate data security or comply with privacy laws
13.2 Hudson Sky Intellectual Property Indemnification
If a third party asserts a claim that Hudson Sky’s services or deliverables infringe that third party’s patent, copyright, or trade secret, Hudson Sky will, at its expense:
- Defend or settle such claim
- Indemnify Client for damages finally awarded against Client
Conditions:
- Client must promptly notify Hudson Sky in writing of the claim
- Hudson Sky retains sole control of defense and settlement
- Client provides reasonable cooperation and assistance
- Client does not compromise or settle without Hudson Sky’s written consent
Remedies: If an injunction is obtained or Hudson Sky believes infringement is likely, Hudson Sky may, at its option:
- Procure the right for Client to continue using the services
- Modify the services to make them non-infringing
- Replace the services with functionally equivalent non-infringing alternatives
- Terminate the applicable SOW and refund pre-paid fees on a pro-rata basis
Exclusions: Hudson Sky has no indemnification obligation for claims arising from:
- Client modifications or misuse of Hudson Sky deliverables
- Combination of Hudson Sky services with third-party products not approved by Hudson Sky
- Client’s failure to implement updates or patches provided by Hudson Sky
- Third-party content, software, or systems
13.3 Exclusive Remedy
The indemnifications in this Section 13 state the entire liability of each party and the exclusive remedy of the other party with respect to intellectual property infringement claims covered herein.
14. Confidential Information
14.1 Definition
“Confidential Information” means all proprietary or confidential information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is:
- Marked or identified as “Confidential,” “Proprietary,” or similar designation
- Orally identified as confidential at time of disclosure and summarized in writing within thirty (30) days
- Would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure
Confidential Information includes, but is not limited to:
- Technical data, designs, specifications, and documentation
- Business plans, financial information, and pricing
- Customer lists, supplier information, and business relationships
- Trade secrets, know-how, and proprietary processes
- System architecture, network diagrams, and security configurations
- Passwords, credentials, and access controls
14.2 Exclusions
Confidential Information does not include information that:
- Was rightfully known to Recipient before disclosure without obligation of confidentiality
- Is or becomes publicly available through no fault of Recipient
- Is rightfully received by Recipient from a third party without breach of confidentiality obligations
- Is independently developed by Recipient without use of Discloser’s Confidential Information
- Is approved for release by written authorization of Discloser
14.3 Obligations
Recipient agrees to:
- Use Confidential Information only for purposes of performing under this Agreement
- Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care
- Limit disclosure to employees, contractors, and agents who need to know and are bound by confidentiality obligations
- Not disclose Confidential Information to any third party without prior written consent of Discloser
14.4 Required Disclosure
If Recipient is required by law, regulation, or court order to disclose Confidential Information, Recipient shall:
- Promptly notify Discloser of such requirement (if legally permitted)
- Cooperate with Discloser’s efforts to seek protective orders or other remedies
- Disclose only the minimum information required
- Request confidential treatment of disclosed information
14.5 Return of Confidential Information
Upon termination of this Agreement or at Discloser’s request, Recipient shall:
- Promptly return or destroy all Confidential Information in its possession
- Provide written certification of destruction if requested
- Retain no copies except as required by law or professional obligations
14.6 Remedies
Each party acknowledges that breach of confidentiality obligations may cause irreparable harm for which monetary damages are inadequate. In addition to any other remedies available at law or equity, the non-breaching party may seek injunctive relief without posting bond.
15. Force Majeure
15.1 Excused Performance
Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) under this Agreement if such delay or failure results from circumstances beyond the reasonable control of the party, including but not limited to:
- Acts of God (earthquakes, floods, fires, storms, natural disasters)
- War, terrorism, civil unrest, or acts of government
- Epidemics, pandemics, or public health emergencies
- Labor disputes, strikes, or lockouts
- Power outages or utility failures
- Internet service provider failures or telecommunications outages
- Supplier delays or failures in the supply chain
- Cybersecurity attacks affecting third-party infrastructure
- Government orders, embargoes, or restrictions
15.2 Obligations During Force Majeure
The party affected by force majeure shall:
- Promptly notify the other party of the force majeure event and its expected duration
- Use commercially reasonable efforts to mitigate the effects and resume performance
- Keep the other party informed of efforts to overcome the force majeure event
15.3 Right to Terminate
If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW upon written notice without liability, except for:
- Obligations accrued prior to termination
- Payment for services rendered before the force majeure event
- Confidentiality obligations
This force majeure provision does not excuse Client’s obligation to pay for services rendered or Products delivered before the force majeure event.
16. Dispute Resolution and Governing Law
16.1 Informal Resolution
Before initiating formal dispute resolution procedures, the parties agree to attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiations between senior executives of each party for a period of thirty (30) days.
16.2 Arbitration
Binding Arbitration: If the parties cannot resolve a dispute through informal negotiations, the dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).
Location: Cook County, Illinois
Arbitrator: One (1) neutral arbitrator selected in accordance with AAA rules
Costs: Each party shall pay its own arbitration fees and costs, which shall be split equally between the parties, EXCEPT if a party refuses to comply with the arbitration award, the prevailing party in any court enforcement action shall recover its full attorneys’ fees and costs.
Exceptions: Either party may seek injunctive relief in court for:
- Breaches of confidentiality obligations
- Intellectual property infringement
- Non-payment of undisputed amounts
- Violations of the Acceptable Use Policy
16.3 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law principles.
16.4 Venue
For any matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois.
16.5 Waiver of Class Actions
EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER PARTY. All disputes must be brought individually.
16.6 Limitation Period
No claim or cause of action arising out of or related to this Agreement may be brought by either party more than two (2) years after the cause of action arose, except for claims related to non-payment, intellectual property infringement, or confidentiality breaches.
17. General Provisions
17.1 Entire Agreement
This Agreement, together with the Master Services Agreement, any applicable Statement of Work, Service Agreements, and Privacy Policy, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
In the event of any conflict:
- Specific Service Agreement terms control
- Then the Master Services Agreement
- Then these Terms and Conditions
- Then the Privacy Policy
17.2 Amendments
This Agreement may be modified only by a written amendment signed by authorized representatives of both parties. Hudson Sky may update these Terms from time to time by posting revised Terms on its website. Continued use of services after updates constitute acceptance of revised Terms.
17.3 Assignment
Client may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Hudson Sky. Hudson Sky may assign this Agreement to:
- An affiliate or subsidiary
- A successor in connection with a merger, acquisition, or sale of substantially all assets
Any attempted assignment in violation of this section is void.
17.4 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, confers any legal or equitable right, benefit, or remedy upon any third party.
17.5 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed. The remaining provisions shall remain in full force and effect.
17.6 Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.
17.7 Notices
All notices required or permitted under this Agreement must be in writing and delivered:
- By personal delivery (effective upon receipt)
- By certified or registered mail, return receipt requested (effective 3 business days after mailing)
- By nationally recognized overnight courier (effective 1 business day after delivery to courier)
- By email to the designated contact addresses (effective upon confirmation of receipt)
Hudson Sky Notice Address:
Hudson Sky LLC
Attention: Legal Department
1890 N Milwaukee Ave STE 1A
Chicago, IL 60647
Email: legal@hudsonsky.com
Client Notice Address:
As specified in the Service Agreement or as updated by written notice.
17.8 Independent Contractor Relationship
Hudson Sky is an independent contractor. Nothing in this Agreement creates any agency, partnership, joint venture, or employer-employee relationship between the parties. Neither party has authority to bind the other party without prior written consent.
17.9 Insurance
Each party shall maintain, at its own expense:
- Commercial general liability insurance with minimum limits of $1,000,000 per occurrence
- Professional liability/errors & omissions insurance (for Hudson Sky)
- Workers’ compensation insurance as required by law
- Cyber liability insurance (recommended)
Upon request, either party shall provide certificates of insurance evidencing required coverage.
17.10 Survival
The following provisions shall survive termination or expiration of this Agreement:
- Payment obligations (Section 4)
- Data return and deletion (Section 8)
- Warranty disclaimers (Section 10)
- Limitation of liability (Section 12)
- Indemnification (Section 13)
- Confidentiality (Section 14)
- Dispute resolution (Section 16)
- General provisions (Section 17)
17.11 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, facsimile signatures, and scanned signatures shall have the same legal effect as original signatures.
17.12 Interpretation
- Headings are for convenience only and do not affect interpretation
- “Including” means “including without limitation”
- Singular includes plural and vice versa
- “Or” is not exclusive unless context requires otherwise
- References to days are calendar days unless specified as “business days”
- Business days exclude Saturdays, Sundays, and federal holidays
17.13 Marketing and References
Client grants Hudson Sky permission to:
- List Client as a customer in Hudson Sky marketing materials
- Use Client’s name and logo in customer lists and case studies (subject to prior approval of specific content)
- Request testimonials or serve as a reference for prospective customers
Client may revoke this permission at any time with written notice.
17.14 Government Regulations and Export Controls
Client shall comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions programs administered by the Office of Foreign Assets Control (OFAC). Client shall not export, re-export, or transfer any Hudson Sky services, software, or technical data to prohibited countries, entities, or persons.
18. Questions and Contact Information
If you have questions about these Terms and Conditions or our services, please contact us:
Hudson Sky LLC
1890 N Milwaukee Ave STE 1A
Chicago, IL 60647
Phone: +1.312.561.0000
Email: legal@hudsonsky.com
Support: support@hudsonsky.com
Website: https://hudsonsky.com
For service requests: Call (800) 918-8195 or email support@hudsonsky.com
For billing questions: Email accounts@hudsonsky.com
For escalations: See Section 6 of your New Client Manual
Acceptance
By signing a Service Agreement, using Hudson Sky services, or continuing to receive services after these Terms are posted, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
Last Updated: 10/1/2025
Effective Date: 10/1/2025
Related Documents:
- Master Services Agreement: See executed MSA
- Privacy Policy: https://hudsonsky.com/privacy-policy
- Acceptable Use Policy: Section 11 of this document
- Recommended Technology Platform: https://hudsonsky.com/rtp