One-On-One Sessions Terms of Service

Effective Date: April 16, 2026

1. Introduction

  • 1.1 These Terms of Service ("Sessions Terms") govern your access to and use of the services, sessions, workshops, products, websites, and related offerings (collectively, "Services") provided by DeSoto & State Communications Inc., an Illinois corporation ("DeSoto & State," "we," "us," or "our").
  • 1.2 By accessing or using the Services, including booking, attending, or transferring any session, you agree to be bound by these Sessions Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" refers to the organization.
  • 1.3 If you do not agree to these Sessions Terms , do not access or use the Services.

2. Scope of Services

  • 2.1 DeSoto & State provides strategic communications consulting, including but not limited to one-on-one consultancy session, workshops, advisory engagements, and related deliverables.
  • 2.2 Specific scopes, deliverables, timelines, session lengths, fees, and any preferred rates will be described in applicable ordering documents, booking confirmations, statements of work, or invoices (each, an "Order" or, collectively, "Orders"). In the event of a conflict between an Order and these Sessions Terms , the Order controls for that engagement.
  • 2.3 Each one-on-one consultancy session or service provided by DeSoto & State is a discrete, one-time engagement. No ongoing relationship or obligation is established beyond the specific session or service booked. Any work or sessions beyond those contained in an Order require a separate Order.

3. Small Group Sessions; Attendance; Transfers

  • 3.1 Small Group Sessions for Story Signal and Message Assessment. For Story Signal and Message Assessment offerings, DeSoto & State acknowledges and permits small group sessions where a shared decision is required. Up to four participants from the same client organization may attend a single booked session to facilitate collaborative decision-making.
  • 3.2 Session Transfers. If the original attendee cannot attend a booked session, the client may transfer the session to a colleague within the same organization, provided that the client gives advance written notice to DeSoto & State at least two (2) business days prior to the scheduled start time and supplies the transferee's name, role, and contact information. DeSoto & State may waive or adjust the notice period at its discretion.
  • 3.3 Substitutions and Rescheduling. Subject to availability, clients may request to reschedule a session or substitute participants consistent with Section 3.2. Additional fees may apply for rescheduling with less than two (2) business days notice.

4. Session Preparation and Facilitation

  • 4.1 Pre-Session Contact. Prior to each scheduled session, a facilitator or designated team member from DeSoto & State will contact the client to confirm session focus, objectives, attendees, and any logistical considerations.
  • 4.2 Materials Review. The client agrees to provide relevant background materials reasonably in advance of the session, including but not limited to prior messaging artifacts, research, draft content, audience definitions, goals, constraints, and decision-making criteria. DeSoto & State will review reasonable volumes of such materials in preparation for the session.
  • 4.3 Alignment and Agenda. DeSoto & State will confirm a concise agenda and success criteria based on the client's objectives and provided materials. The client is responsible for ensuring the appropriate decision-makers or delegates attend, especially for Story Signal and Message Assessment small group sessions.
  • 4.4 Technology and Access. The client is responsible for timely access to required meeting technology and any security clearances. DeSoto & State will provide meeting links or venue details in advance.

5. Deliverables

  • 5.1 Written Summary. After each session, DeSoto & State will provide a brief written summary capturing key decisions, recommendations, next steps, and any follow-up items. Unless otherwise specified in the Order, summaries are concise and not intended to be full transcripts or comprehensive reports.
  • 5.2 Delivery Timeline. Summaries will be provided within five (5) business days after the session unless otherwise agreed in writing.
  • 5.3 Recording Consent. By participating in any session, you consent to DeSoto & State recording the session for internal purposes, including quality assurance and training. DeSoto & State will not share recordings externally without your explicit consent.
  • 5.4 Access and Use. Recordings are for DeSoto & State's internal use only and will not be distributed or used for commercial purposes without prior written consent from all participating individuals. You will be provided with access to the recordings for your own internal use. You are prohibited from sharing any such recordings externally without prior written consent from DeSoto & State.
  • 5.5 Retention. Recordings will be retained for a period of at least ninety (90) days after the session date, after which DeSoto & State may, at our sole discretion, delete such recordings.

6. Fees; Preferred Rates; Payments

  • 6.1 Fees. Fees are set forth in the applicable Order. Unless otherwise noted, fees are exclusive of taxes, which are the client's responsibility.
  • 6.2 Preferred Rates. DeSoto & State offers preferred rates for eligible groups, which may include nonprofits, educational institutions, public interest organizations, and early-stage startups meeting specified criteria. Eligibility is determined by DeSoto & State in its discretion based on documentation provided by the client.
  • 6.3 Claiming Eligibility. To claim a preferred rate: (a) Indicate your eligibility category at the time of booking or in your procurement request. (b) Provide supporting documentation (for example, IRS determination letter, accreditation proof, registration, or organizational charter) within five (5) business days of request. (c) Await written confirmation from DeSoto & State that the preferred rate applies to the specific Order.

  • 6.4 Payment is due in full at the time of booking. Services will not be scheduled or confirmed until payment is received. No invoices will be issued. Payments may be nonrefundable if cancellation occurs within [two (2) business days] of the session.

  • 6.5 Changes and Overages. If scope expands or additional preparation/review time beyond reasonable pre-session review is required, DeSoto & State will seek client approval for additional fees at standard or preferred rates, as applicable.

7. Cancellations; No-Shows

  • 7.1 Client Cancellations. Cancellations with at least two (2) business days advance written notice may be rescheduled without penalty. Cancellations with less than two (2) business days notice may be subject to a cancellation fee of fifty percent (50%) of the session fee.
  • 7.2 No-Shows. If no participant attends within fifteen (15) minutes of the start time, the session may be deemed a no-show and charged in full. DeSoto & State may, at its discretion, offer a one-time courtesy reschedule.
  • 7.3 Provider Cancellations. If DeSoto & State cancels a session, it will offer a prompt reschedule or a refund for any prepayments associated with the canceled session.

8. Client Responsibilities

  • 8.1 Accuracy and Cooperation. Client will provide accurate information, timely feedback, and access to personnel and materials necessary to perform the Services.
  • 8.2 Decision-Making. Client retains sole responsibility for decisions and outcomes. DeSoto & State's recommendations are advisory and based on information provided at the time.
  • 8.3 Compliance. Client's use of Services and any resulting materials must comply with applicable laws and third-party rights.

9. Intellectual Property

  • 9.1 Preexisting IP. Each party retains ownership of its preexisting intellectual property.
  • 9.2 Work Product. Unless otherwise stated in the Order, upon full payment, client receives a nonexclusive, perpetual, worldwide license to use deliverables and session outputs for its internal business purposes. DeSoto & State may reuse general know-how, methods, frameworks, and nonconfidential learnings.
  • 9.3 Third-Party Materials. Use of third-party content or tools is subject to their licenses. Client is responsible for securing necessary permissions for client-supplied content.

10. Confidentiality

  • 10.1 Definition. "Confidential Information" means nonpublic information disclosed by either party that is designated confidential or should reasonably be understood as confidential.
  • 10.2 Obligations. The receiving party will use Confidential Information solely to perform under these Sessions Terms and will protect it with at least reasonable care.
  • 10.3 Exclusions. Confidential Information does not include information that is public, independently developed, or rightfully obtained without restriction.
  • 10.4 Compelled Disclosure. The receiving party may disclose Confidential Information if legally required, with reasonable advance notice to the disclosing party when lawful.

11. Privacy

  • 11.1 DeSoto & State's collection and use of personal information is described in its Privacy Policy, which is incorporated by reference. By using the Services, you consent to such processing.

12. Publicity

  • 12.1 With client's prior written consent, DeSoto & State may reference client's name and logos for marketing as a client of record. DeSoto & State may describe the engagement in general terms without revealing Confidential Information.

13. Warranties; Disclaimers

  • 13.1 Mutual. Each party represents that it has authority to enter into these Sessions Terms .
  • 13.2 Services. DeSoto & State will perform Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS," AND DESOTO & STATE DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Limitation of Liability

  • 14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, ARISING FROM OR RELATED TO THE SERVICES OR THESE SESSIONS TERMS.
  • 14.2 EXCEPT FOR PAYMENT OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY UNDER THESE SESSIONS TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO DESOTO & STATE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT.

15. Term; Termination

  • 15.1 Term. These Sessions Terms apply from your first use of the Services and continue until terminated.
  • 15.2 Termination for Convenience. Either party may terminate future Services on written notice. Fees for Services performed or scheduled within two (2) business days will remain due per Section 7.
  • 15.3 Effect of Termination. Upon termination, accrued obligations survive, including payment, confidentiality, intellectual property licenses, disclaimers, and limitations of liability.

16. Compliance; Anti-Corruption

  • 16.1 Each party will comply with applicable anti-corruption, export, and sanctions laws in connection with the Services.

17. Dispute Resolution; Governing Law

  • 17.1 Informal Resolution. The parties will first attempt good-faith resolution through their designated contacts.
  • 17.2 Governing Law. These Sessions Terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws principles.
  • 17.3 Venue. The state and federal courts located in Cook County, Illinois will have exclusive jurisdiction. Each party consents to such venue.
  • 17.4 Injunctive Relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

18. Notices

  • 18.1 Notices must be in writing and delivered by email with confirmation, recognized overnight courier, or certified mail to the addresses specified in the applicable Order or, if none, to: DeSoto & State Communications Inc. 7301 W. 25th St. Suite 256, North Riverside, Illinois, 60546. Email info@desotostate.com.
  • 18.2 Notices are deemed given upon receipt or, for email, when sent with no bounce-back and a reasonable contemporaneous confirmation.

19. Entire Agreement; Changes

  • 19.1 These Sessions Terms, together with any Orders and referenced policies (including the Privacy Policy and Cookies notice), constitute the entire agreement and supersede prior understandings on the subject matter.
  • 19.2 DeSoto & State may update these Sessions Terms prospectively by posting an updated version with a revised date. Material changes will be communicated to clients with active engagements. Continued use of the Services after the effective date constitutes acceptance.

20. Miscellaneous

  • 20.1 Assignment. Client may not assign these Sessions Terms without DeSoto & State's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. DeSoto & State may assign to an affiliate or in connection with corporate transactions.
  • 20.2 Independent Contractors. The parties are independent contractors.
  • 20.3 Severability. If any provision is unenforceable, the remainder remains in effect.
  • 20.4 Waiver. Failure to enforce a provision is not a waiver.
  • 20.5 Force Majeure. Neither party is liable for delays or failure due to events beyond reasonable control, provided the affected party gives prompt notice and resumes performance as soon as practicable.

21. Website Footer Cross-Links

  • 21.1 DeSoto & State will maintain prominent footer cross-links to the following pages, as applicable: (a) Sessions Terms of Service, (b) Privacy Policy, (c) Diversity, Equity & Inclusion, (d) Careers, (e) Client Portal, (f) Payments, and (g) Cookies.
  • 21.2 Additional footer links may be added at DeSoto & State's discretion.

22. Contact

  • For questions regarding these Sessions Terms, please contact:
    DeSoto & State Communications, Inc.
    7301 W. 25th St. Suite 256
    North Riverside, Illinois 60546
    info@desotostate.com