Work with us

Terms of services

1. Acceptance of these Terms

These Terms of Service (the “Terms”) govern your access to and use of the website located at www.hudsondaviscommunications.com (the “Site”) and any consulting, public relations, marketing, or related professional services (the “Services”) provided by Hudson Davis Communications LLC, a California limited liability company (“Hudson Davis,” “we,” “us,” or “our”). By accessing the Site or engaging us to provide Services, you (“you” or “Client”) agree to be bound by these Terms. If you do not agree, you may not access the Site or engage our Services.

These Terms apply together with any statement of work, engagement letter, proposal, or other written agreement we sign with you (each, an “SOW”). If there is a conflict between these Terms and a signed SOW, the SOW controls for the matters it expressly addresses.

2. About Hudson Davis Communications

Hudson Davis Communications is a B2B strategic communications firm offering integrated marketing, public relations and media management, brand development, ESG and sustainability frameworks, crisis management, product launches, media training, and stakeholder engagement. Descriptions of our Services on the Site are provided for general information and are not a binding offer to perform any specific work; the exact scope of any engagement is set out in a signed SOW.

3. Definitions

In these Terms:

  • “Client Materials” means content, data, brand assets, product information, and other materials the Client provides to us for use in the Services.
  • “Deliverables” means the tangible work product we prepare specifically for the Client under an SOW, such as press releases, campaign plans, media lists, decks, brand guidelines, and training materials.
  • “Hudson Davis IP” means our proprietary methodologies, templates, frameworks, checklists, know-how, tools, and pre-existing materials used to deliver the Services.
  • “Confidential Information” has the meaning given in Section 14.

Part A — Website Terms

4. Eligibility and account use

The Site is intended for users who are at least 18 years old and legally capable of entering into binding contracts. By using the Site, you represent that you meet those requirements. If you contact us or submit information on behalf of an organization, you further represent that you are authorized to act on that organization’s behalf.

5. Acceptable use

You agree not to, and not to permit any third party to:

  • use the Site for any unlawful, fraudulent, or harmful purpose;
  • reverse-engineer, decompile, scrape, or otherwise attempt to derive source code or underlying data from the Site except as expressly permitted by law;
  • interfere with, overload, or disrupt the Site, its servers, or connected networks, including through denial-of-service or credential-stuffing activity;
  • upload or transmit viruses, worms, malware, or any other malicious code;
  • use automated means (bots, spiders, crawlers) to access the Site other than a general-purpose search engine crawler operating in accordance with our robots.txt; or
  • use the Site or any content on it to build a competing service or to train an artificial-intelligence model without our prior written consent.

6. Site content and intellectual property

The Site and all content on it — including text, graphics, logos, images, video, audio, case studies, client work samples, and the “Hudson Davis Communications” name and marks — are owned by or licensed to Hudson Davis and are protected by U.S. and international intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your personal or internal business use. All other rights are reserved. You may not copy, reproduce, republish, distribute, publicly display, modify, or create derivative works from any part of the Site without our prior written consent, except for brief excerpts quoted with attribution for lawful commentary, journalism, or academic purposes.

7. Third-party links, media coverage, and client references

The Site may reference third-party publications, clients, or link to third-party websites. Third-party names, logos, and marks are the property of their respective owners and are used for identification and illustrative purposes only. References to media outlets or client engagements do not imply endorsement, affiliation, or sponsorship. We are not responsible for the content, accuracy, or practices of any third-party site linked from the Site.

8. Site disclaimers

Information on the Site is provided for general informational purposes only and does not constitute legal, financial, public-relations, or marketing advice for any specific situation. The Site is provided on an “as is” and “as available” basis without warranties of any kind, express or implied, to the fullest extent permitted by law. We do not warrant that the Site will be uninterrupted, error-free, secure, or free of harmful components.

Part B — Client Services

9. Scope of Services

We will provide the Services described in the applicable SOW. Any work outside the SOW — including additional deliverables, expanded scope, or accelerated timelines — is out-of-scope and requires a written change order signed by both parties, which may result in additional fees or timeline adjustments. We will use commercially reasonable efforts to perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for strategic communications firms.

10. Fees, invoicing, and expenses

Fees are set out in the SOW and may be structured as a fixed project fee, monthly retainer, hourly rate, or a combination. Unless the SOW states otherwise:

  • Retainer fees are billed in advance on the first business day of each month and are due on receipt of invoice.
  • Project fees are billed 50% on signing and 50% on delivery, or as otherwise scheduled in the SOW.
  • Invoices are payable within thirty (30) days of the invoice date, in U.S. dollars, by ACH, wire transfer, or another method we accept.
  • Pass-through expenses (media monitoring subscriptions, distribution wires, paid placements, travel pre-approved by Client, event costs, third-party vendor fees) are billed at cost and invoiced monthly with reasonable supporting detail.
  • Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). We may suspend Services if invoices remain unpaid more than fifteen (15) days after the due date, following written notice.
  • Fees are exclusive of applicable sales, use, VAT, or similar taxes, which are the Client’s responsibility (other than taxes on our net income).

11. Term and termination

The term of each engagement is stated in the SOW. Retainer engagements continue month-to-month unless a fixed term is specified, and either party may terminate for convenience on thirty (30) days’ prior written notice. Either party may terminate immediately for material breach that is not cured within fifteen (15) days after written notice describing the breach, or immediately if the other party becomes insolvent, files for bankruptcy, or ceases to do business.

On termination for any reason, the Client will pay for all Services performed and expenses incurred through the effective date of termination, including work-in-progress. Sections that by their nature should survive termination — including confidentiality, IP ownership, disclaimers, limitations of liability, indemnification, and dispute resolution — will survive.

12. Client responsibilities

Timely Client input is essential. The Client agrees to (a) provide accurate, complete, and non-infringing Client Materials; (b) designate one or more decision-makers with authority to approve strategy, messaging, and deliverables; (c) respond to requests for approvals, feedback, and information within reasonable timeframes agreed in the SOW; and (d) obtain any consents or clearances required for its own products, spokespeople, testimonials, or third-party materials it asks us to use. Delays caused by the Client may extend deadlines and, if they materially affect scope, may result in additional fees.

13. Deliverables and intellectual property

Subject to full payment of all fees and expenses due under the applicable SOW, on final delivery we assign to the Client all right, title, and interest in the final Deliverables prepared specifically for the Client, excluding Hudson Davis IP and any third-party materials incorporated into the Deliverables under a separate license.

Hudson Davis IP remains our exclusive property. To the extent Hudson Davis IP is embedded in a Deliverable, we grant the Client a perpetual, worldwide, non-exclusive, royalty-free license to use that Hudson Davis IP solely as incorporated in the Deliverable and for the Client’s internal business purposes. The Client retains all rights in Client Materials and grants us a limited license to use Client Materials as reasonably necessary to perform the Services.

Draft materials, research files, contact lists, media databases, and internal working documents are tools of our engagement and are not Deliverables unless the SOW says so.

14. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, including unannounced products, financial information, strategy, customer data, and pre-embargo announcements. The Recipient will (a) use Confidential Information solely to perform its obligations or exercise its rights under these Terms and any SOW; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) limit access to personnel and subcontractors with a need to know who are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms; (ii) was known to the Recipient without confidentiality obligation before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully received from a third party without confidentiality obligation. The Recipient may disclose Confidential Information if legally compelled, provided it gives the Discloser prompt notice (where legally permitted) and reasonably cooperates in seeking a protective order. Confidentiality obligations survive for five (5) years after termination, and indefinitely for trade secrets.

15. Publicity and case study rights

Unless the SOW states otherwise, we may identify the Client as a client of Hudson Davis, display the Client’s name and logo in our client lists and marketing materials, and describe the general nature of the work performed in case studies, provided that we do not disclose Confidential Information or specific results without the Client’s prior written approval (which will not be unreasonably withheld).

16. No guarantee of media placements or outcomes

The Client acknowledges that public relations, media relations, and communications outcomes depend on editorial judgment, market conditions, and other factors outside our control. We do not guarantee coverage in any specific outlet, publication timing, sentiment of coverage, share of voice, follower growth, lead generation, sales, or any other business result. We will use commercially reasonable efforts to pursue the objectives set out in the SOW.

Part C — General terms

17. Warranties and disclaimers

Each party represents and warrants that it has full power and authority to enter into these Terms and any SOW, and that its performance will not violate any agreement or applicable law. We warrant that we will perform the Services in a professional and workmanlike manner. The Client warrants that Client Materials it provides do not infringe any third-party intellectual-property, publicity, or privacy right and are not defamatory or otherwise unlawful.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, DELIVERABLES, AND THE SITE ARE PROVIDED “AS IS” AND HUDSON DAVIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES OR SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET ANY SPECIFIC PERFORMANCE OR BUSINESS OBJECTIVES.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND ANY SOW WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CLIENT TO HUDSON DAVIS UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section do not apply to (a) a party’s indemnification obligations, (b) breaches of confidentiality, (c) infringement of the other party’s intellectual-property rights, or (d) liability that cannot be limited under applicable law (including, in California, liability for gross negligence, willful misconduct, or fraud).

19. Indemnification

The Client will defend, indemnify, and hold harmless Hudson Davis and its members, officers, employees, and contractors from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) Client Materials, product claims, or spokesperson statements; (b) the Client’s products or services; (c) the Client’s breach of these Terms or applicable law; or (d) instructions the Client directed us to follow.

Hudson Davis will defend, indemnify, and hold harmless the Client from and against any third-party claim that a Deliverable prepared by us (excluding portions based on Client Materials or Client instructions) infringes a valid U.S. copyright or trademark. Our sole obligations, and the Client’s sole remedy, for any such claim are (i) to procure the right to continue using the affected Deliverable, (ii) to modify or replace it so it is non-infringing, or (iii) if neither is commercially reasonable, to refund fees paid for the affected Deliverable.

The indemnified party must promptly notify the indemnifying party of any claim, tender sole control of the defense and settlement to the indemnifying party (provided that no settlement admitting liability or imposing non-monetary obligations will be entered into without the indemnified party’s consent), and reasonably cooperate at the indemnifying party’s expense.

20. Independent contractor relationship

Hudson Davis is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other or make representations on the other’s behalf without prior written consent.

21. Subcontractors and personnel

We may use qualified subcontractors, freelancers, or vendors to perform portions of the Services. We remain responsible for their performance and for ensuring they are bound by confidentiality obligations at least as protective as those in these Terms. We control the means and methods of our personnel and may reassign personnel in our reasonable discretion.

22. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor actions, cyber-attacks, or major internet or utility outages. The affected party will give prompt notice and use reasonable efforts to resume performance.

23. Governing law and dispute resolution

These Terms and any SOW are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute through informal negotiation between senior representatives within thirty (30) days of written notice of the dispute. Any unresolved dispute arising out of or relating to these Terms or any SOW will be finally resolved by binding arbitration administered by JAMS in Los Angeles, California, under its Comprehensive Arbitration Rules and Procedures, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Los Angeles County, California, to protect its intellectual property or Confidential Information. Each party consents to the personal jurisdiction and venue of those courts and waives any objection to venue or forum non conveniens.

To the fullest extent permitted by law, each party waives any right to a jury trial and agrees that disputes will be resolved on an individual basis and not as a class, collective, or representative action.

24. Notices

Legal notices to Hudson Davis must be sent to blair@hudsondaviscommunications.com with a copy sent by nationally recognized overnight courier to any physical address we designate in the SOW or on the Site. Notices to the Client will be sent to the email and business address in the SOW. Notice is effective on the earlier of confirmed receipt or the next business day after delivery to a valid address.

25. Assignment

Neither party may assign these Terms or any SOW without the other party’s prior written consent, except that either party may assign to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets, provided the assignee assumes all obligations in writing. Any attempted assignment in violation of this Section is void.

26. Changes to these Terms

We may update these Terms from time to time. If the changes are material, we will post a notice on the Site or notify existing Clients by email. Your continued use of the Site or the Services after the effective date of the updated Terms constitutes acceptance. Changes to a signed SOW require a written amendment signed by both parties.

27. Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and the unenforceable provision will be modified to the minimum extent necessary to be enforceable. A party’s failure to enforce any right or provision is not a waiver of that right or provision. These Terms, together with any signed SOW and other documents referenced in an SOW, are the entire agreement between the parties regarding the Services and supersede all prior discussions, proposals, and agreements on the same subject. Headings are for convenience only. The words “including” and “such as” are non-limiting. There are no third-party beneficiaries to these Terms.

28. Contact us

Questions about these Terms should be directed to:

Hudson Davis Communications LLC

Email: blair@hudsondaviscommunications.com

Website: www.hudsondaviscommunications.com