This offering comprises commercial software products and services and related materials of Hanging Valley Enterprises, LLC (“HVE Programs”). HVE Programs are separately licensed with the following Standard License Agreement. Use of this solution in any manner constitutes acceptance of these terms.
Vegetable Production Management (VPM) and Sales Management Operating System (VegProdMOS) Terms of Use
This Software License Agreement (the “Agreement”) governs your use of the Vegetable Production Management (VPM) and Sales Management Operating System (VegProdMOS) software (the “Software”), published by Hanging Valley Enterprises, LLC, a Delaware limited liability company with its principal place of business at 7177 Worline Rd, Bow, WA 98232 (the “Licensor”). By installing, accessing, or using the Software in any manner, you (“Licensee”) agree to be bound by the terms of this Agreement. If you do not agree, do not install or use the Software. The Licensor has developed and owns certain software products, including SQL and Power Platform technology components, that provide a low-code user interface and data access to a Vegetable Production Management (VPM) and Sales Management Operating System (VegProdMOS).
1. License Grant. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, perpetual, worldwide, royalty-free license to install, execute, copy, modify, and create derivative works of the Software, solely for the Licensee’s internal use. The Licensee may make a reasonable number of copies of the Software for backup or archival purposes.
2. Restrictions. The Licensee shall not: (a) sublicense, rent, lease, lend, distribute, or otherwise transfer the Software or any rights therein to any third party; (b) use the Software for any commercial purpose, including but not limited to offering the Software as a service or as part of a hosted solution; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent permitted by applicable law; (d) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software; or (e) disclose, publish, or otherwise make available the Software or any confidential or proprietary information of the Licensor to any third party, without the prior written consent of the Licensor.
3. Ownership. The Licensor retains all right, title, and interest in and to the Software and any modifications, enhancements, improvements, or derivative works thereof, including all intellectual property rights therein. Nothing in this Agreement shall be construed as a transfer or assignment of any such rights to the Licensee. The Licensee acknowledges and agrees that the Software is licensed, not sold, and that the Licensee acquires no ownership interest in the Software under this Agreement.
4. Delivery and Installation. The Licensor shall deliver the Software to the Licensee in a package, either directly or via a third party such as Microsoft AppSource or Azure Marketplace, within a reasonable time after the effective date of this Agreement. The Licensee shall be responsible for installing and configuring the Software on its own hardware and systems, in accordance with the documentation and instructions provided by the Licensor.
5. Support and Maintenance. The Licensor shall provide the Licensee with technical support and maintenance services for the Software in accordance with the support plan selected by the Licensee at the time of purchase or subscription. Support terms, service levels, and applicable fees are described in the Licensor’s then-current support documentation, available at www.hangingvalley.com, and are incorporated herein by reference.
6. Warranty and Disclaimer. The Licensor warrants that: (a) it has the full power and authority to enter into this Agreement and to grant the license herein; (b) the Software does not infringe or violate any intellectual property rights or other rights of any third party; and (c) the Software will perform substantially in accordance with the documentation provided by the Licensor, for a period of ninety (90) days from the date of delivery (the “Warranty Period”). If the Software fails to conform to the foregoing warranty, the Licensor’s sole and exclusive liability and the Licensee’s sole and exclusive remedy shall be, at the Licensor’s option, to either: (i) repair or replace the defective Software; or (ii) terminate this Agreement and refund the license fee paid by the Licensee for the Software. This warranty does not apply to any Software that has been modified, altered, or damaged by the Licensee or any third party, or to any Software that has been used in violation of this Agreement or the documentation. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED OPERATION. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS OR EXPECTATIONS, OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH THE LICENSEE’S HARDWARE, SYSTEMS, OR DATA. THE LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SOFTWARE AND THE RESULTS THEREOF.
7. Limitation of Liability. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER IN AN ACTION FOR CONTRACT, TORT, OR OTHERWISE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY THE LICENSEE FOR THE SOFTWARE.
8. Indemnification. The Licensor shall indemnify, defend, and hold harmless the Licensee and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim that the Software infringes or misappropriates any intellectual property rights of such third party. The Licensee shall promptly notify the Licensor of any such claim, cooperate with the Licensor in the defense and settlement of such claim, and give the Licensor sole authority and control over the defense and settlement of such claim, provided that the Licensor shall not settle any claim without the Licensee’s prior written consent if such settlement would impose any liability or obligation on the Licensee.
9. Term and Termination. This Agreement shall commence upon the Licensee’s first use of the Software and shall continue in perpetuity, unless terminated earlier in accordance with this Section 9. Either party may terminate this Agreement for any reason or no reason upon thirty (30) days prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice to the other party if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Upon termination of this Agreement, the Licensee shall cease all use of the Software and shall return or destroy all copies of the Software and any related documentation in its possession or control, and certify in writing to the Licensor that it has done so. The provisions of Sections 2, 3, 6, 7, 8, 9, and 10 shall survive the termination of this Agreement.
10. General Provisions. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral. This Agreement may not be modified or amended except by a written instrument signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and the parties hereby consent to such jurisdiction and venue. The Licensee may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the Licensor. The Licensor may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, to any third party, without the consent of the Licensee. Any attempted assignment or transfer in violation of this Section 10 shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The parties are independent contractors and nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have any authority to bind the other party in any way. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable, or shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Under any and all circumstances, the Licensor shall not be liable for any delay or failure to perform any of its obligations under this Agreement.