Terms and Conditions

TERMS & CONDITIONS

Last Updated: January 8, 2025

These Terms and Conditions of Use ("Terms & Conditions") govern your access to and use of the online services and programs ("Online Services") provided by Hudson&Canal Corp ("Hudson&Canal," "we," or "us") to our customers ("Customers," "Users," or "you"). The Online Services include our website, mobile application, online ordering, job application, email, promotional programs, and customer feedback platforms.

Please read these Terms & Conditions carefully before downloading, accessing, or using any of the Online Services. By accessing or using the Online Services, you agree to comply with these Terms & Conditions, as well as any additional agreements that may apply to the specific Online Service being used. Your use of the Online Services is at your own risk. If you are dissatisfied with the Online Services or these Terms & Conditions in any way, your sole and exclusive remedy is to stop using the Online Services.

General terms (applicable to all Online Services)

Modifications to Online Services

Hudson&Canal reserves the right to modify, suspend, limit, or terminate the operation of or access to any Online Service, or any part thereof, at any time and for any reason, whether on a general or specific user level, without notice or liability, unless required by applicable law. Additionally, Hudson&Canal may update, change, modify, or revise these Terms & Conditions at any time. Any changes will take effect upon posting on our website (please refer to the "Last Updated" date above to see when these Terms & Conditions were last modified). Your continued use of the Online Services after any changes signifies your acceptance of the modified Terms & Conditions. It is your responsibility to regularly review the Terms & Conditions for updates.

Privacy of Users

Hudson&Canal has a separate Privacy Policy (the "Privacy Policy") that outlines how Customer Data is collected and used through the Online Services. You can review the Privacy Policy by selecting the "Privacy Policy" link here or at the bottom of our website. By accessing or using the Online Services, you also agree to the terms of the Privacy Policy, which are incorporated into these Terms & Conditions by reference.

Ownership & Licensing of the Online Services and Intellectual Property

The Online Services, along with all content, information, and other materials featured, displayed, contained, and available on them (including, but not limited to, text, images, graphics, designs, illustrations, photographs, audio, software, and video clips, as well as the "look and feel", pages, screens, content arrangement, and computer programs) (collectively, "Materials"), are owned by or licensed to Hudson&Canal. These Materials may be protected by copyright, trademark, trade dress, patent, and/or other intellectual property rights and unfair competition laws under U.S. and foreign laws.

Subject to your compliance with these Terms & Conditions, Hudson&Canal grants you a personal, non-exclusive, non-transferable, limited right to access, use, display, and download the Online Services for noncommercial purposes only. You may view, display, copy, download, and print Materials solely for your personal, noncommercial use. All copyright, trademark, and other proprietary notices on the Materials must be retained on all copies.

You may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, create derivative works from, sell, or exploit the Online Services or their Materials in any way, except as expressly provided herein. Hudson&Canal does not grant any express or implied rights to you under any patents, trademarks, copyrights, or trade secrets, except as expressly provided.

"Hudson&Canal" is a registered trademark of Hudson&Canal in the United States and other countries. Hudson&Canal also owns many other intellectual property rights, including other trademark rights. The Online Services, Materials, and the trademarks, logos, service marks, and all other source-identifying indicia displayed on the Online Services (collectively, the "Intellectual Property") are owned by or licensed to Hudson&Canal, with all rights reserved unless otherwise noted.

Hudson&Canal does not permit third parties to use the Intellectual Property in any manner, including advertising, as an endorsement for any product or service, in association with contests or promotions, or for any other purpose, commercial or otherwise, without our prior express written permission. Nothing in the Online Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Intellectual Property without our prior express written permission. You are strictly prohibited from using any of the Intellectual Property except as expressly provided in these Terms & Conditions. Hudson&Canal and/or its licensees will aggressively enforce their intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.

Standards of Conduct for Users of the Online Services

You agree to use the Online Services, Materials, and all related programs, features, and services in accordance with these Terms & Conditions and all applicable laws and regulations. Specifically, you agree not to:

Modify, adapt, translate, or reverse engineer any portion of the Online Services or Materials.
Use the Online Services or any Materials, features, or services for any unlawful, fraudulent, or malicious purposes, or to solicit any such activity.
Attempt to gain unauthorized access to any accounts, features, systems, or networks through hacking, password mining, or any other means.
Use the Online Services or any feature in any way that could disrupt, damage, disable, overburden, or impair it or its systems, servers, or networks.
Frame or mirror any portion or feature of the Online Services.
Use the Online Services or any feature for advertisements, chain letters, spamming, junk mail, solicitations, or any other commercial purposes.
Use any automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to:

Access, acquire, copy, or monitor any portion of the Online Services or Materials.
Reproduce or circumvent the navigational structure or presentation of the Online Services or Materials.
Obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Online Services.

Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Online Services or with any other person's use or enjoyment of the Online Services.
Transmit any viruses, worms, defects, Trojan horses, corrupted files, or other items of a destructive nature.
Circumvent or attempt to circumvent any security or authentication measures implemented by or on behalf of Hudson&Canal.
Forge headers or otherwise manipulate identifiers.
Post, transmit, submit, or include any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, or otherwise objectionable content, material, or information of any kind, or any content, material, or information that may give rise to criminal or civil liability.
Submit or post any false or misleading information.
Violate, infringe, or misappropriate the intellectual property, publicity, privacy, or other proprietary rights of Hudson&Canal or any other person or entity.

Hudson&Canal reserves the right to prohibit access, use, conduct, communications, or content that we, in our sole discretion, deem to be harmful to the Online Services, Materials, users, us, our brand, or any other person or entity, or that violates these Terms & Conditions and/or applicable law.

Submissions by Users of the Online Services

Except as stated in our Privacy Policy regarding your personal information, any materials, remarks, suggestions, ideas, photos, stories, and other information you communicate or submit to us through the Online Services (collectively, "Submissions") will be considered non-confidential and non-proprietary. By providing a Submission, you grant us an unrestricted, irrevocable, perpetual, transferable (i.e., fully assignable and sub-licensable), worldwide, royalty-free license to disclose, copy, reproduce, display, publicly perform, transmit, distribute, translate, reformat, incorporate, and otherwise use your Submission, along with your name, photograph, voice, likeness, and other information, content, or materials embodied therein, in whole or in part, and create derivative works from it, in any media now known or hereafter developed, for any commercial or non-commercial purposes without compensation to you or anyone else, unless otherwise required by applicable law. You also permit any user to access, display, view, store, and reproduce your Submission for personal use as posted by us.

You are fully responsible for your Submissions. You agree that your Submissions comply with these Terms & Conditions, are to the best of your knowledge true and accurate, and are not made on behalf of any person or entity without their prior written consent. You may not include any content (e.g., text, photos, images, quotes, logos, etc.) that is the property of another (e.g., protected by copyright, trademark, or other intellectual property rights), unless you have express written permission to do so.

We may, without notice to you, refuse or edit Submissions for any reason or no reason.

User Logins and Registration

Certain programs, features, or services offered through the Online Services may require you to complete a registration process and/or set up an account or login. In doing so, you agree to (1) provide true, accurate, current, and complete information about yourself, and (2) maintain and promptly update your information to keep it true, accurate, current, and complete. You are entirely responsible for maintaining the confidentiality of your login information, including your password. You agree to notify Hudson&Canal immediately of any unauthorized use of your login or any other security breach. You may be held liable for losses incurred by Hudson&Canal or any other Online Service user or visitor due to someone else using your login because you failed to keep your login information secure and confidential.

You may not use anyone else's login at any time without their express written permission. Hudson&Canal shall not be liable for any loss or damage arising from your failure to comply with these obligations.

Links to Third-Party Sites and Social Media Pages

The Online Services may contain links to third-party websites, including social media platforms such as Facebook, Pinterest, LinkedIn, Twitter, Snapchat, or Instagram (collectively referred to as "Linked Sites"). Linked Sites are provided for your convenience. If you decide to visit any Linked Site, you do so at your own risk. Hudson&Canal shall have no responsibility or liability related to your use of any Linked Site, or the content, policies, or actions thereof. If you choose to use any product or service from a Linked Site, your relationship is with that third party. Links do not imply that we sponsor, endorse, are affiliated with, or are associated with, or are legally authorized to use any trademark, trade name, service mark, design, logo, symbol, or other copyrighted materials displayed on or accessible through such Linked Site.

Electronic Communications

When you visit the Online Services or send emails to us, you are communicating with us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically (whether by email or by posting them in our Online Services) satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms & Conditions. By creating an account with Hudson&Canal, you acknowledge that you will be receiving order updates and confirmation emails and text messages.

No Warranties

Hudson&Canal makes no representations or warranties regarding the Online Services and Materials.

The Online Services and Materials, programs, features, and services made available through the Online Services are provided on an "as is" and "as available" basis. We do not warrant that the Online Services or Materials will be secure, error-free, uninterrupted, or free of viruses or other harmful components, or that any defects will be corrected.

We make no representations or warranties regarding the use of Hudson&Canal Online Services or Materials, programs, features, and services made available through the Online Services, or the results obtained from them, including, without limitation, as to accuracy, timeliness, reliability, or otherwise. To the fullest extent permitted by law, we further disclaim all warranties of any kind or nature, including, but not limited to, the implied warranties of merchantability, non-infringement, or fitness for any particular purpose. We disclaim any and all liability for the acts, omissions, and conduct of any third-party service providers, partners, sponsors, licensors, licensees, or others in connection with or related to your use of the Online Services and all Materials, programs, features, and services made available through the Online Services.

Limitations of Liability

In no event shall we or any of our providers be liable to any person for damages of any kind, under any legal theory, including, but not limited to, any direct, indirect, special, consequential, punitive, or other damages (such as lost profits, business interruption, or loss of information, programs, or data) resulting from your use of or inability to use the Online Services and Materials, programs, features, and services made available through the Online Services, even if we have been advised of the possibility of such damages. The parties acknowledge that the terms of this paragraph reflect the allocation of risk set forth in these Terms & Conditions and that the parties would not enter into this agreement without these limitations of liability. Because some states do not permit the exclusion or limitation of certain damages, in such jurisdictions, liability is limited to the fullest extent permitted by such state law.

Violation of these Terms & Conditions

You agree that Hudson&Canal may, at its sole discretion and without prior notice, block and/or terminate your access to any or all of the Online Services if we determine that you have violated these Terms & Conditions or other related agreements or guidelines. You also agree that any violation, or threatened violation, of these Terms & Conditions constitutes an unlawful and unfair business practice, causing irreparable and unquantifiable harm to Hudson&Canal. You acknowledge that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief deemed necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

If Hudson&Canal takes legal action against you due to your violation of these Terms & Conditions, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to Hudson&Canal.

Indemnification

You agree to indemnify, defend, and hold harmless Hudson&Canal and all of its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and expenses that arise directly or indirectly from: (1) your breach of these Terms & Conditions; (2) your Submissions; and/or (3) your activities in connection with the Online Services, and Materials, programs, features, and services made available through the Online Services.

Dispute Resolution Through Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH HUDSON&CANAL.

Except for small claims disputes where you or Hudson&Canal seek to bring an individual action in small claims court in the county of your billing address, or disputes where you or Hudson&Canal seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, or unless otherwise required by applicable law, you and Hudson&Canal waive the right to a jury trial and to have any dispute arising out of or related to these Terms & Conditions resolved in court. Instead, all disputes arising out of or relating to these Terms & Conditions or the Online Services will be resolved through confidential binding arbitration held in Palm Beach County, Florida, or by telephonic conference in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Hudson&Canal agree that any dispute arising out of or related to these Terms & Conditions or our Online Services is personal to you and Hudson&Canal and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

You and Hudson&Canal agree that these Terms & Conditions affect interstate commerce and that the enforceability of this section will be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms & Conditions and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; however, the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. You and Hudson&Canal agree that the state or federal courts of the State of Florida and the United States sitting in Palm Beach County, Florida, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this section by providing written notice to:

Hudson&Canal Corp: 1615 S Congress Ave, Ste 103, Delray Beach, FL 33445

To be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you agree to resolve disputes in accordance with the choice of law and venue designated below.

International Users and Choice of Law

The Online Services are controlled, operated, and administered by us and our service providers from offices within the United States. We make no representation that Materials on the Online Services are appropriate or available for use at other locations outside of the United States, and access to them from territories where their contents are illegal is prohibited. You may not use the Online Services or export Materials in violation of U.S. export laws and regulations. If you access the Online Services from locations outside of the United States, you are responsible for compliance with all local laws. These Terms & Conditions and our Privacy Policy shall be governed by the laws of the State of Florida, without regard to conflict of laws provisions or principles. Any legal suit, action, or proceeding arising out of or related to these Terms & Conditions or arising from the Online Services shall be instituted exclusively in the federal or state courts located in Palm Beach County, Florida. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.