GrownBy End User License Agreement

REVIEW THIS AGREEMENT CAREFULLY.

THIS IS AN END USER LICENSE AGREEMENT THAT COVERS YOUR ACCESS TO AND USE OF THE GROWNBY PLATFORM.

IF YOU USE THE GROWNBY PLATFORM TO OFFER FOR SALE ANY GOODS , YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SUCH ACTION.

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Revised: July 2, 2026

 

This End User License Agreement (the “Agreement”) is entered into immediately upon your acceptance of the Agreement while creating a seller account on the GrownBy platform (the “Effective Date”) by and between yourself (“SELLER”) and FARM GENERATIONS COOPERATIVE, having a place of business at 29 Pioneer Street #305, Cooperstown, NY 13326  (“FARM GENERATIONS”). SELLER and FARM GENERATIONS are hereinafter individually referred to as a “Party” and collectively as the “Parties.”

 

WHEREAS FARM GENERATIONS provides Software, including a mobile application, for the online sales of agricultural produce and/or goods;

 

WHEREAS SELLER uses the Software to market and/or sell Products;

 

WHEREAS FARM GENERATIONS grants to Seller a limited license to use to the Software under the terms and conditions provided by this Agreement for the Purpose. 

 

NOW, THEREFORE the Parties agree as follows:

1. Definitions. 

1.1. Agreement: means this Agreement and its potential amendments.

1.2. Authorized Users: means any individual person who is an employee or authorized agent of SELLER.

1.3. Buyer: means any third-party customer of SELLER who reviews and/or purchases Products through the Software. 

1.4. Intellectual Property: means all right, title, and interests in and to any intellectual property, whether registered or unregistered, including but not limited to: patents, trademarks, service marks, domain names, copyrights, rights in software, source code, object code, and related documentation, and any other intellectual property rights or proprietary rights recognized under applicable law, including any applications, registrations, renewals, extensions, or restorations thereof. 

1.5. Products: means the food and other goods, grown and/or provided by SELLER, as sold through the Software. 

1.6. Purpose: means SELLER using the Software to market and/or sell Products, all in accordance with the Agreement.  

1.7. Software: means the FARM GENERATIONS proprietary GrownBy platform, in both source and object code form, including its features and functionalities, as well as all of the related services provided therein, including any Software-as-a-Service (“SaaS”) applications offered on an ongoing subscription basis (“SaaS Subscription”) and any future releases and versions of a GrownBy platform. 

2. Access and Use

2.1. Subject to payment of any fees agreed to by the parties and in compliance with this Agreement, FARM GENERATIONS hereby grants to SELLER a limited, fixed period, non-exclusive, non-transferrable, non-sublicensable, royalty free, worldwide, right to access the Software for the Purpose, on a per transaction and/or SaaS subscription basis, by means of logins enabling access via the internet during the Term. Such access shall be implemented by FARM GENERATIONS in accordance with this Agreement and shall be provided to SELLER promptly after execution of this Agreement. SELLER shall ensure that its Authorized Users comply with the obligations in this Agreement.  SELLER’s sole and exclusive remedy for failure by FARM GENERATIONS to comply with this Section 2.1 shall be to fix and/or replace the non-compliance as soon as reasonably possible.  

2.2. FARM GENERATIONS shall have the right, but not the obligation, in its sole discretion to monitor, refuse, alter, or remove any data or content that is available via the Software, including altering the Software itself, for any or no reason, including that any content violates the terms of this Agreement or is otherwise objectionable.

2.3. SELLER hereby represents and warrants that it shall comply, and agrees to require its Authorized Users to comply, with the following requirements:

2.3.1. SELLER and/or Authorized Users may not make copies of the Software, or otherwise attempt to modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Software, or create derivative works based upon all or part of the Software.  

2.3.2. SELLER and/or Authorized Users will not create screenshots, reproductions, or other representations of the Software’s user interface or functionality in any form.

2.3.3. SELLER may not transfer, lease, assign, make available for timesharing, or sublicense, in whole or in part, the Software or SELLER’S access rights thereto.  

2.3.4. SELLER agrees to conduct itself in a professional manner according to generally accepted standards for its industry while using and/or utilizing the Software, including but not limited to providing quality Products and timely fulfilling its order obligations to its Buyers. 

2.4. SELLER shall adhere to all applicable laws and regulations related to food and beverage product production, marketing, sales, distribution, and claims made on Product labels.

2.5 SELLER agrees that it shall not use the Software for the sale, distribution, or promotion of marijuana or any related Products. This prohibition includes, but is not limited to, cannabis products and any products containing CBD or THC.

2.6. SELLER shall not make any untrue or unverifiable claims, including but not limited to claims about health or nutritional benefits of its Products, production practices, certifications, or the producer of Products. SELLER shall upload all certifications applicable to it and its Products to the Software.

2.7. SELLER represents that it is the sole producer of its Products, unless SELLER has described to FARM GENERATIONS the origin of the Products and such origin has been approved by FARM GENERATIONS as acceptable to sell using the Software, in FARM GENERATIONS’ sole discretion. SELLER agrees to notify FARM GENERATIONS any time the origin changes, which change must continue to meet with FARM GENERATIONS’ approval.  FARM GENERATIONS reserves the right to verify this representation using such means and with such frequency as it deems fit. 

2.8. SELLER shall hold general liability insurance including product liability insurance with minimum coverage of at least $1,000,000 per occurrence and $2,000,000 in aggregate with “Farm Generations Cooperative” listed as additionally insured and SELLER’s insurance policy responding as primary noncontributory. If SELLER sells Products containing alcohol, SELLER’s general liability insurance policy shall also include liquor liability with “Farm Generations Cooperative” listed as additionally insured and SELLER’s insurance policy responding as primary noncontributory. Seller shall provide the Certificate of Insurance to FARM GENERATIONS upon request.

3. Ownership

3.1. SELLER. SELLER represents it is the sole and exclusive owner of all right, title, and interest in all the Products and Intellectual Property that SELLER uploads to the GrownBy platform. (“SELLER IP”).  SELLER hereby grants a non-exclusive license to FARM GENERATIONS to download, store, backup, restore, copy, print, market, transmit, access, and use the SELLER IP, to perform its obligations and to market the Software and the Products . FARM GENERATIONS shall not acquire any right, title, or interest in SELLER IP, other than as granted in this Agreement. 

3.2. FARM GENERATIONS. FARM GENERATIONS shall be the sole and exclusive owner of all right, title, and interest in the Software, all trademarks or other marks of FARM GENERATIONS, copies thereof, all updates and other modifications thereto, and all intellectual property rights therein, whether suggested, created, made, or provided by FARM GENERATIONS, SELLER, Authorized Users or any other person including without limitation (“FARM GENERATIONS IP”).  Neither SELLER nor any Authorized Users shall acquire any right, title, or interest, express or implied, in FARM GENERATIONS IP, other than as granted in this Agreement. 

4. Confidentiality. 

4.1 The Parties agree not to permit access to or to disclose the other Party’s Confidential Information, except to its authorized employees, professional agents, and/or Authorized Users who are bound by confidentiality obligations and/or agreements with terms no less restrictive than those of this section and who need to use or have access to the other Party’s Confidential Information as permitted by this Agreement. A receiving Party shall use at least the same degree of care in protecting the other Party’s Confidential Information as such Party generally exercises in protecting its own most valuable proprietary information and shall inform its employees having access to the Confidential Information of its confidential nature. 

4.2 “Confidential Information” includes, without limitation, the Software, and all information relating to the disclosing Party’s business plans, marketing plans, Buyers, technology, employee and organizational information, product designs, product plans and financial information, which, when provided by one Party to the other: 

4.2.1 are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; 

4.2.2 are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 days; or 

4.2.3 a reasonable person would understand to be confidential or proprietary at the time of disclosure.  

4.3 Notwithstanding the foregoing, the receiving Party shall have no obligation of confidentiality with respect to any information which: 

4.3.1 is already known to the receiving Party at the time of disclosure; 

4.3.2 is or subsequently becomes publicly available through no wrongful act of the receiving Party; 

4.3.3 is disclosed or provided to the receiving Party by a third party without restriction; or 

4.3.4 is developed independently by the receiving Party without use of or access to the disclosing Party’s Confidential Information. 

4.4 Upon expiration or termination of this Agreement, or at a Party’s request, each Party will promptly return or destroy all copies of the other Party’s Confidential Information, including any notes, memoranda, reports or other documentation that contains a Party’s Confidential Information, in its possession or control. At a Party’s request the non-requesting Party will certify to the destruction of all such information.

5. Data Privacy. FARM GENERATIONS may collect and/or process personally identifiable information of SELLER and/or its Buyers (“SELLER PII”) through the Software. FARM GENERATIONS shall comply with all applicable data privacy laws related to the processing of any SELLER PII (e.g. CCPA and GDPR) and SELLER consents to such usage to the fullest extent possible under the law. FARM GENERATIONS will take reasonable steps to help ensure the safety of SELLER PII. However, SELLER understands and agrees that such steps do not guarantee that use of the Software is invulnerable to all security breaches, and that FARM GENERATIONS makes no warranty, guarantee, or representation that use of the Software is protected from viruses, security threats, or other vulnerabilities.

6. Payments, Fees, Taxes

6.1. Buyer Payments

6.1.1. At all times, SELLER agrees to maintain legal, updated, and current banking information and accounts, including providing the same to FARM GENERATIONS, to facilitate and further the Parties’ obligations, including the receipt of payment for the sale of Products by SELLER from Buyers for the Purpose. 

6.1.2. All sales made by SELLER using the Software are between SELLER and Buyer only. SELLER is permitted to utilize only the third-party payment processing parties expressly approved by FARM GENERATIONS. SELLER authorizes and directs FARM GENERATIONS to transfer and/or pay all amounts due from Buyer(s) to SELLER for all sales made through the Software to the designated third party payment processing party (“Payment Processor”), who shall serve as SELLER agent for purposes of receiving SELLER proceeds funded by credit and debit card, Electronic Benefit Transfer (EBT), Supplemental Nutritional Assistance Program (SNAP), and Automated Clearing House (ACH) processing services that may occur while using the Software, and such Payment Processor shall be responsible for disbursing such amounts to SELLER and/or Buyer, as required. Should a chargeback dispute occur between Buyer and SELLER, SELLER shall promptly comply with all requests for information from FARM GENERATIONS and/or Payment Processor. SELLER shall not attempt to recharge a Buyer for an item that has been charged back, unless the Buyer has authorized such action. Neither Party shall request or use a cardholder’s account number, cardholder data, and/or payment information for any purpose other than to support payment for sales of Products in accordance with this Agreement.

6.2. Fees. FARM GENERATIONS, or its Payment Processor, shall have the right to charge SELLER or its Buyer for use of the Software including but not limited to per transaction and ongoing subscription-based SaaS fees (“Fees”). 

6.2.1. FARM GENERATIONS, or its Payment Processor, shall have the right to charge a processing fee, on a per sale basis and charged to the SELLER at the point of sale, for facilitation of any sales by SELLER for the Purpose. Such fee may be deducted from payments owed to SELLER. 

6.2.1.a. The aforementioned payment processing fee charged to the SELLER by FARM GENERATIONS is set at 2.00% of any sales transacted with the following payment methods: credit/debit card or ACH. This fee is deducted automatically from SELLER’s proceeds from each sale.

6.2.2 For any SaaS Subscription fees charged by FARM GENERATIONS to SELLER for its right and license to use the Software, SELLER shall pay all valid invoices for such fees net thirty (30) days from the date of invoice, unless otherwise agreed to by the parties.  

6.2.2.a. The aforementioned SaaS Subscription fees charged by FARM GENERATIONS to SELLER are listed at https://coop.grownby.com/pricing. 

6.3. Taxes. SELLER shall pay all legally required applicable sales, use, transfer, and other taxes and all duties that are levied or imposed by reason of this Agreement, excluding any income taxes on the net income of FARM GENERATIONS. 

6.4. Compliance. SELLER shall adhere to all applicable sales laws and regulations, including but not limited to those regarding fees charged to Buyers, and those applicable to purchases made using EBT and SNAP. 

7. Term and Termination

7.1. Term. The Term of this Agreement begins on the Effective Date and continues indefinitely while SELLER, in compliance with this Agreement, continues to offer Products for sale using the Software or continues to maintain a valid SaaS Subscription  (“Term”), unless it is terminated earlier in accordance with the following subsection. 

7.2. Termination. FARM GENERATIONS reserves the right to revoke access and use of the Software and terminate this Agreement immediately with or without notice if SELLER breaches the terms of this Agreement. FARM GENERATIONS may, in its sole discretion, allow SELLER a right to cure such breach for a period designated by FARM GENERATIONS.  This right of termination shall be in addition to and not in lieu of any right of FARM GENERATIONS to recover damages from SELLER for such breach.

8. Intellectual Property Indemnity

8.1. FARM GENERATIONS shall indemnify, defend and hold SELLER harmless against all losses (including reasonable attorney fees) arising out of any third party suit or claim (“Claim”) alleging that SELLER’s authorized use of the Software infringe any U.S. patent, trademark, trade secret, or other proprietary right of such third party (“Intellectual Property Right”). FARM GENERATIONS may, at its option and expense: 

1. replace the Software with compatible non-infringing software or content, 

2. modify the Software so that it is non-infringing, 

3. procure the right for SELLER to continue using the Software, or 

4. if the foregoing options are not reasonably available, terminate the Agreement or portion thereof and refund SELLER  any pre-paid, unused portion of the SaaS Subscription fees for the current Term. 

8.2 SELLER shall indemnify, defend, and hold FARM GENERATIONS harmless against all losses (including reasonable attorney fees) arising out of any third-party suit or Claim alleging that: 

1. SELLER’s unauthorized use of the Software infringes any Intellectual Property Right of such third party, 

2. SELLER’s unauthorized use of the Software hereunder has harmed such third party claimant, or

3. SELLER’s use of Software is in violation of any law, rule, or regulation applicable to such use.  

8.3 FARM GENERATIONS shall have no obligation to SELLER with respect to any Claim if such Claim existed prior to the Effective Date or such Claim is based upon 

1. SELLER’s use of the Software in a manner not expressly authorized by this Agreement,

2. the combination, operation, or use of the Software with third party material, if SELLER’s liability would have been avoided in the absence of such combination, use, or operation, or 

3. modifications to the Software other than as authorized in writing by FARM GENERATIONS. 

8.4 The foregoing indemnification obligations of each indemnifying party will be dependent on the indemnified party: 

1. providing the indemnifying party with prompt written notice of a Claim; 

2. permitting the indemnifying party to control the defense and settlement of the Claim; 

3. not entering into any settlement or compromise of any such Claim; 

4. providing the indemnifying party with reasonable information and assistance for the defense or settlement of the action; and 

5. using all commercially reasonable efforts to mitigate any loss, damage, or costs related to the Claim.

9. Mutual Warranties, Damages and Liability.

9.1. Warranty. Each Party hereby represents and warrants to the other that:

9.1.1. It has the right and authority to enter into this Agreement, including the right to perform the obligations enumerated herein; and

9.1.2. It shall perform its obligations under this Agreement in compliance with all applicable laws.

9.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS STATED IN THIS SECTION, FARM GENERATIONS DOES NOT REPRESENT THAT SELLER AND/OR ITS AUTHORIZED USERS USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  

9.3. Limitation of Damages and Liability. 

9.3.1. EXCEPT FOR VIOLATION OF OWNERSHIP RIGHTS IN SECTION 3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA OR USE OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF; 

9.3.2. FARM GENERATIONS DISCLAIMS ANY LIABILITY FOR DAMAGE OR LOSS SUFFERED BY SELLER ARISING FROM ADVICE PROVIDED BY FARM GENERATIONS OR ANY CHANGES MADE TO SELLER’S ACCOUNT; AND 

9.3.3. IN NO EVENT WILL FARM GENERATIONS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES RECEIVED BY FARM GENERATIONS FROM SELLER UNDER THS AGREEMENT WITHIN THE PRECEDING TWELVE (12) MONTH PERIOD OF THE MOST RECENT CLAIM. 

10. Dispute and Governing Law

10.1. Disputes. SELLER shall use all reasonable methods to resolve disputes with Buyers on its own. FARM GENERATIONS may, in its sole discretion, participate to resolve such dispute. However, FARM GENERATIONS will not make judgments or determinations regarding legal issues or claims. FARM GENERATIONS is not obligated to participate in the resolution unless the dispute arises directly from the actions of FARM GENERATIONS. SELLER releases FARM GENERATIONS from any claims, demands, and damages arising out of disputes with other users or third parties.

10.2 Refunds. In the event FARM GENERATIONS assists in dispute resolution between Buyer and SELLER, FARM GENERATIONS reserves the right, in its sole discretion, to issue a refund directly to Buyer and deduct such amounts from SELLER’s accounts, if such amounts are available.  SELLER agrees to reimburse FARM GENERATIONS for any amounts and related expenses not available in SELLER’s accounts in order to make FARM GENERATIONS whole.

10.3. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. and each Party will submit any dispute regarding the interpretation, execution, or validity of this Agreement exclusively to the competent federal or state courts in the State of New York. The Parties expressly waive their right to trial by jury for any action or proceeding brought in relation to this Agreement. Any action or proceeding will be heard by a judge. 

11. Miscellaneous. 

11.1. Export Control. Each Party must comply with all U.S. or other export and re-export restrictions that may apply to goods, Products, software (including the Software), and technology.

11.2. Independent Contractors. The Parties are independent contractors to each other. In no event does this Agreement create any agency, joint venture, or commercial partnership between the parties nor authorize either Party to make or enter into any commitments for or on behalf of the other Party, without that Party’s prior written consent. 

11.3. Force Majeure. Neither Party shall be liable to the other, following notice thereof, for any failure or delay in the performance of its obligations (except for required payments pursuant to Section 6 and confidentiality obligations pursuant to Section 4) for any cause that is beyond the reasonable control of such Party. 

11.4. Assignment. SELLER may not assign this Agreement, in whole or in part to any third party without the prior written consent of FARM GENERATIONS. 

11.5. Survival. Upon any expiration or termination of this Agreement, all accrued but unpaid amounts that may be properly owing from one party to the other shall become immediately due and payable. In addition to those provisions which by their nature are intended to survive any termination or expiration of this Agreement or any license granted by Section 3, Section 4, Section 6.2.2, Section 8, and Section 9.1. Limitation of liability of the Agreement shall specifically survive such termination or expiration.  

11.6. Entire Agreement. This Agreement and all annexes attached, if any, constitute the entire agreement between the Parties relating to the subject matter, and supersede all prior or contemporaneous representations, understandings, and agreements, whether oral or written, relating to the subject matter.  

11.7. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

11.8. Modification and Waiver. FARM GENERATIONS reserves the right to modify or amend this Agreement at any time. SELLER’s continued use of the Software after an amendment to this Agreement is posted constitutes acceptance of the updated terms. If one Party fails to enforce a provision of this Agreement, it shall not be precluded from enforcing the same provision at another time.