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