If your usual residence is in the European Economic Area, the United Kingdom, or Switzerland, scroll down to find the terms that apply to you.

Terms of Service (US and rest of the world)

If your usual residence is outside of the European Economic Area, the United Kingdom or Switzerland, these Terms apply to you.

Effective Date: July 1, 2026 for customers who signed up to the Service before April 15, 2026; April 15, 2026 for customers who signed up to the Service on or after April 15, 2026.

1. Introduction

1.1 These Terms of Service are a contract that governs our customers’ use of our Service. By taking an action indicating acceptance of these terms or by using our Service, you are agreeing to these Terms. The Harvest Privacy Policy provides information about how we process your Personal Data in connection with the Service.

1.2 If you are an individual acting on behalf of a legal entity, (a) you agree to these Terms on behalf of yourself and such legal entity, (b) you represent and warrant that you are authorized to agree to these Terms on such entity’s behalf and to bind such entity to these Terms, and (c) all references to “you” throughout these Terms other than this sentence will mean such legal entity.

1.3 THESE TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. THESE TERMS ALSO CONTAIN PROVISIONS REGARDING THE AUTOMATIC RENEWING OF YOUR SUBSCRIPTION. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE READ THEM CAREFULLY.

1.4 THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS-ACTION WAIVER, WHICH MEANS YOU AND WE AGREE TO RESOLVE MOST DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT BY MEANS OF A CLASS ARBITRATION, A CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR A JURY TRIAL (SEE SECTION 14 BELOW). YOU MAY OPT OUT OF THE ARBITRATION REQUIREMENT WITHIN THIRTY (30) DAYS OF AGREEING TO BE SUBJECT TO THESE TERMS; INSTRUCTIONS FOR OPTING OUT ARE IN SECTION 14 BELOW.

1.5 IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THESE TERMS, DO NOT ACCESS AND IMMEDIATELY STOP USING THE SERVICE, CANCEL ANY ACCOUNT, AND IMMEDIATELY UNINSTALL AND DELETE ANY COPIES OF ANY APPS OR SOFTWARE INCLUDED IN THE SERVICE IN YOUR POSSESSION.

2. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to these Terms. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“AI Services” means the artificial intelligence or machine learning tools and features we offer within the Service.

“Confidential Information” means all information disclosed by a party or its Affiliates (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential, or that a reasonable person would consider confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, non-public Customer Data will be considered Confidential Information under these Terms regardless of whether or not it is designated as confidential, but Confidential Information does not include Feedback.

“Customer Data” means all information, data, and other content that is submitted, posted, collected, transmitted, or otherwise provided by you or on your behalf, or by any End User via the Service. Customer Data does not include Feedback.

“End User” means your employees, contractors, or other individuals that you authorize to use the Service.

“Export Laws” means all applicable trade, economic sanctions, and export control laws, including those of the United States, the European Union, the United Kingdom, and any other relevant jurisdictions.

“Fee” means the Subscription Fee and all the other fees that are applicable to your use of the Service, as specified on the Service website or in the Order Form.

“Feedback” means any feedback, comments, or suggestions for improvements related to the Service provided by you or any End User.

“Order Form” means the sales order generated by us and delivered to you following your purchase of a Subscription Plan or one or more Services, which incorporates these Terms.

“Output” means answers, responses, content, and other output generated through the AI Services.

“Personal Data” means any information that identifies, relates to, describes, or could reasonably be linked to an identified or identifiable individual, as defined under applicable privacy and data protection laws.

“Service” means Harvest, Forecast, and all associated software applications, websites where these Terms are posted, mobile applications, tools, APIs, AI Services, content, products, and services that are included in your Subscription Plan or that we otherwise make available to you in relation to Harvest and Forecast.

“Service Information” means aggregated data that we independently generate, observe, or collect about the provision, use, and performance of the Service and related offerings based on your or your End Users’ use of the Service, including Customer Data.

“Subscription Fee” means the then-current Fee applicable to your Subscription Plan specified at checkout when you purchase your Subscription Plan on the Website or in your Order Form, if applicable, and as amended according to these Terms. The Subscription Fee does not include Fees that apply to features that are not specifically included in your Subscription Plan as specified at checkout when you purchase your Subscription Plan on the Service or in your Order Form, if applicable.

“Subscription Plan” means a subscription plan for the use of the Service.

“Subscription Term” means the license period for the applicable Subscription Plan, which may vary, for example, with monthly or annual terms as specified at checkout when you purchase your Subscription Plan on the Service website or in your Order Form.

“Terms” means these Terms of Service governing your use of our Service.

“Third-Party Products” means third-party products, applications, services, software, networks, systems, directories, websites, databases, and information which the Service links to, or which you connect to or enable integration with, in connection with your use of the Service.

“We,” “our,” or “us” means Bending Spoons Operations S.p.A., with offices at Via Nino Bonnet 10, 20154 Milan, Italy, VAT, tax code and registration number with the Milan Monza Brianza Lodi Company Register 13368510965, REA number MI 2718456, collectively with its successors in interest and permitted assigns. Bending Spoons Operations S.p.A. is a sole shareholder company subject to the management and coordination of Bending Spoons S.p.A.

“You,” or “your” means the person or entity that enters into these Terms with us.

3. Eligibility; Use of Service

3.1 Eligibility. You, if you are an individual, and each End User must be 18 years or older to use the Service. You may only use the Service in jurisdictions authorized by us.

3.2 Economic Sanctions and Export Controls. You agree to comply with Export Laws in connection with your access to and use of the Service. You may not access, use, export, re-export, transfer, or otherwise make available the Service, directly or indirectly: (i) into any country or territory subject to comprehensive trade sanctions or embargoes under applicable Export Laws, or (ii) to any individual, entity, or organization listed on any applicable sanctions or restricted party lists maintained by relevant government authorities. You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive sanctions or embargoes under applicable Export Laws; (b) you are not an individual or entity that appears on any applicable sanctions or restricted parties lists maintained by competent government authorities; and (c) you will not use the Service for any purposes prohibited by Export Laws and in any manner that would cause any party to be in violation of applicable Export Laws. We reserve the right to suspend or terminate your Subscription Plan or your access to the Service in accordance with section 6, if we determine that such an action is required to comply with applicable Export Laws.

3.3 Business and Professional Use. You acknowledge that the Service is intended for business and professional use only, and you represent and warrant that you use the Service for business or professional purposes. You may not use the Service for personal or noncommercial use without express written permission from us. To the maximum extent permitted by law, you agree that, between you and us and in connection with these Terms or your use of the Service, you and your End Users are not deemed “consumers” under applicable law.

3.4 Service License. During the Subscription Term and subject to these Terms, we will grant to you and your End Users a limited, revocable, non-exclusive, non-transferable (except pursuant to section 20), non-sublicensable, right to access and use the Service and to download and install a copy of the applicable mobile application provided to you by us or on our behalf on a permitted device that you own or control. You will not allow any person or entity other than your End Users to use the Service. You must ensure that all access and use of the Service by your End Users is subject to and in compliance with these Terms, and, pursuant to section 3.8, you are responsible for all acts or omissions by your End Users in connection with their use of the Service.

3.5 Prohibited and Unauthorized Use. You will not directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to uncover or discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Service or any software, documentation, or data related to the Service (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Service); (ii) copy, modify, translate, or create derivative works based on the Service (except as and only to the extent expressly permitted by us or any foregoing restriction is prohibited by applicable law, or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Service); (iii) remove any proprietary notices or labels; (iv) use the Service or Output for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Service; (v) circumvent any user limits or other use restrictions that are built into the Service; (vi) disseminate, market, sell, license, sublicense, distribute, rent, lease, give the loan of, sub-authorize, or otherwise transfer or make available the Service or any element of the Service to any third party; (vii) meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, records, or other assets and tools or services that we make available via the Service; (viii) use the Service to engage in any fraudulent, deceptive, exploitative, or harmful activity (such as spam, phishing, or malware); (ix) use the Service to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (x) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; or (xi) use the Service in any manner not permitted by these Terms. In addition, with respect to the AI Services, you must comply with our Acceptable Use Policy, which forms a part of these Terms.

3.6 AI Services. As part of the Service, we may offer AI Services. Due to the nature of AI Services, the Output may not be unique and the AI Services may generate the same or similar Output for you or a third party. THE AI SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE, OR OTHERWISE UNDESIRABLE. You acknowledge and agree that the AI Services are intended to support, and not replace, human judgment and professional decision-making. The AI Services and any Output are not designed, intended or permitted to be used for: (i) automated decision-making that produces legal or similarly significant effects on individuals; (ii) high-risk use cases or regulated decision-making; or (iii) any use that would require professional, legal, financial or accounting advice. THE ACCURACY, QUALITY, AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS ALSO DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS. You will evaluate the content, nature, tone, and accuracy of any Output as appropriate for the applicable use case, including by engaging in human review of the Output, and Output should not be relied upon as the sole basis for any decision or action. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT HAVE ANY LIABILITY TO YOU, END USERS, OR ANYONE ELSE FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE AI SERVICES, THE OUTPUT, OR THEIR USE. Your input and Output are considered Customer Data under these Terms and, as between you and us, your input and Output are yours.

3.8 Customer Responsibilities. You are solely and fully responsible to comply with any laws, regulations, or contractual obligations that directly or indirectly apply to you while you use the Service. You agree that on behalf of your End Users, you are responsible for keeping your account name and password confidential and for providing us with current and accurate information. You’re also responsible for any account that you have access to, and for ensuring that the team permissions are appropriately assigned according to the available permissions mentioned in the Harvest Help Center. You agree to notify us immediately of any unauthorized use of your account. We’re not responsible for any losses due to stolen or hacked passwords. For the avoidance of doubt, if you are entering into these Terms on behalf of a legal entity, that entity owns and controls the Customer Data. If an End User terminates for any reason their collaboration or professional relationship with you, it is your responsibility to remove the End User’s access to the Service.

4. Changes to the Terms and the Service

4.1. Changes to the Terms. We may update these Terms from time to time, in our sole discretion (for example, when we remove or release features, technologies, or services, to comply with legal, regulatory, or contractual requirements, or in response to exceptional or unforeseen circumstances). In such cases, we will take reasonable measures to inform you, in accordance with the significance of the changes performed, for example, by revising the date at the top of the updated Terms, via email, or as a pop-up or push notification within the Service. It is your responsibility to review these Terms regularly, and to check the Service for updates to these Terms regularly. Unless otherwise noted, the updated Terms will be effective as of the time at which we update the Terms in the Service. By continuing to access or use our Service after updates become effective, you agree to be bound by the updated Terms. If you do not agree to the updated Terms, you must immediately stop using our Service, cancel your subscription and any account, and uninstall and delete any copies of any mobile applications, APIs, or software included in the Service in your possession.

4.2. Changes to the Service. We have no obligation to provide updates, upgrades, or future versions of the Service. We may update, change, suspend, or discontinue the Service (or any part, content, or feature) or Subscription Plan at any time, without notice and without liability to you or anyone else (for example, to offer or test new or different features, technologies, or services, to repair, improve, or further develop the Service, to comply with legal, regulatory, or contractual requirements, or in response to exceptional or unforeseen circumstances). Such changes, updates, suspensions, or discontinuations may also result in adjustment to the applicable Fees, including price increases. Some services and features may not be available in all countries, in all languages, in all operating systems, or to all Subscription Plans.

5. Subscription Plan and Fees

5.1 Subscription Plan and Term. One or more features of the Service may require a Subscription Plan which may automatically renew. Upon expiration of the Subscription Term, your Subscription Plan will automatically renew at the then-current Subscription Fee (except as provided below) for recurring Subscription Terms of the same duration, unless: (i) we elect to renew the Subscription Plan for a shorter Subscription Term; or (ii) the Subscription Plan is canceled or not renewed in accordance with these Terms.

5.2 Non-Renewal. You may elect to not renew a Subscription Plan by logging into your account and canceling your Subscription Plan, or through such other methods as we may make available from time to time, no later than the last day of the then-current Subscription Term. We may elect to not renew a Subscription Plan by providing notice to you before the end of the then-current Subscription Term. If you elect not to renew your Subscription Plan, you will not receive a refund or credit for any Fees you already paid, and you will promptly pay all unpaid Fees due through the end of the current Subscription Term, and you will continue to be able to use the Service for which you subscribed until the end of such Subscription Term. The expiration of the Subscription Plan due to any non-renewal will be effective as of the end of the then-current Subscription Term. Unused add-ons, features, or any other items of your Subscription Plan will not be reimbursed and do not rollover to any subsequent Subscription Term. You can downgrade your Subscription Plan or reduce your seats or features in your account, but such downgrades will not become effective until the end of your current Subscription Term, and you will not receive a refund or credit for such downgrade or reduction of seats or features. Downgrading your Subscription Plan may cause loss of features, data, or functionality of the Service available to you, and we will not be responsible for any such loss.

5.3 Payment of Fees. You agree to pay all Fees, including the Subscription Fee, and any applicable taxes for the use of the Service in the manner, currency, and on the dates specified at checkout when you purchase your Subscription Plan or in your Order Form, if applicable, or when you use or request additional seats or features that require the payment of Fees, and upon the renewal of your Subscription Plan. Any payments to us must be made through a current and valid payment method that is authorized by us. You hereby authorize us to charge your designated payment method for all Fees payable. You further authorize us to use one or more third parties to process payments and agree to the disclosure of your payment information to such third parties.

5.4 Changes to Fees and Payment Terms. We may update or change our Fees, including any Subscription Fee, and payment terms at any time at our sole discretion. Changes to Fees other than the Subscription Fees will not apply retroactively and will become effective upon posting the updated Fee on the Service. Changes to Subscription Fees will not apply retroactively and will become effective upon the renewal of your Subscription Plan. We will give you 30 days’ prior notice of any change in Subscription Fees that apply to you to give you an opportunity to not renew your Subscription Plan before such change becomes effective and in accordance with section 5.2. We may offer and discontinue free trials, promotional discounts to Fees, or other offers at any time at our sole discretion, including on the basis of automated decision-making. Upon expiration of such offers, you will be charged the applicable Fees.

5.5 Tax. All Fees are exclusive of taxes, unless otherwise specified by us. We will charge any applicable taxes in connection with the Service or any Fees under these Terms as required by law. You may not withhold any taxes or charges or set off any amounts due to us. We reserve the right to withhold the payment of any amounts owed to you under these Terms and dispose of them as required by law, in each case as determined by us, or to seek later payment from you of any amounts on taxes uncollected and unremitted.

5.6 Late or Non-Payment. If we do not receive your payment of the applicable Fees, we may, at our discretion, take one or more of the following actions: (i) revoke any credit terms or other payment accommodation which might have been previously afforded to you; (ii) accelerate your entire account balance; (iii) suspend or terminate your access to your account and to any portion or all of the Service in accordance with section 6; or (iv) downgrade your Subscription Plan and charge you the Fees applicable to the downgraded Subscription Plan (if any), without any responsibility for any loss of features, data, or functionality of the Service caused by such downgrading. If your payment of outstanding Fees fails as a result of insufficient funds in or other issues with your designated payment method, we may seek to recover the outstanding amount by, at our discretion, continuing to attempt to charge the outstanding amount to the same designated payment method, or dividing the outstanding amount into one or more smaller amounts and charging such smaller amounts to the same designated payment method, in which case we will use reasonable efforts to notify you.

5.7 Designated Affiliate. Any Fees and any other amounts payable to us under these Terms may be billed, invoiced, charged, and enforced by Bending Spoons US Payflow LLC or by any of our Affiliates that may act on our behalf with respect to the Service. You acknowledge and agree that such Affiliate is a third-party beneficiary of this section 5 and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

6. Suspension and Termination

6.1 Suspension. We may suspend without prior notice your access or your account (if any) and any portion or all of the Service for any reason, including if, in our sole judgment, we determine: (i) there is a threat or attack on any of our services or systems, or any data stored thereon; (ii) your use of the Service disrupts or poses a security risk to us or any of our customers or vendors; (iii) you are using the Service for purposes of engaging in, or your account is being used to engage in, fraudulent or illegal activities; (iv) our provision of the Service to you is prohibited by applicable law; (v) your behavior suggests an abusive usage of the Service; or (vi) you fail to comply with one or more provisions of these Terms, or we suspect that you are in violation of, or reasonably likely to be in violation of, one or more provisions of these Terms. We will not be liable to you or any third party for any such suspension. This section does not affect your payment obligations under section 5.

6.2 Termination by you. These Terms are effective until you perform each of the following: (i) cease all use of the Service; (ii) uninstall and delete any copies of the Service in your possession; (iii) cancel all active Subscription Plans in accordance with section 5.2; and (iv) delete your account.

6.3 Termination by us. We may, in our sole discretion, terminate these Terms or your right to access or use the Service at any time: (i) for any reason by providing you with 30 days’ prior notice, and (ii) without notice where we reasonably consider that your use of the Service violates these Terms or applicable law, or we are unable to continue to provide the Service, including due to technical or legitimate business reasons.

6.4 Effect of Termination or Expiration and Survival. Upon expiration, termination, or cancellation of these Terms for any reason, (i) you must stop using the Service and uninstall and delete all copies of any mobile applications, APIs, or software included with the Service in your possession, and (ii) all rights granted to you under these Terms, including all licenses, will immediately terminate. If we terminate these Terms for cause, you will promptly pay all unpaid Fees due. If you terminate these Terms for cause or we terminate these Terms with notice according to section 6.3(i), we will promptly refund any prepaid but unused fees covering use of the Service after termination. Fees are otherwise non-refundable. The provisions of these Terms that are by their nature intended to survive termination or expiration of these Terms will so survive.

6.5 Data Retention and Deletion. Upon expiration or termination of these Terms or any free trial period for any reason, we will have no obligation to maintain and we may delete your data from the Service, including Customer Data and Personal Data, at our sole discretion in accordance with the Harvest Privacy Policy and our then-current retention policies. You are responsible for regularly backing up your data and Customer Data.

7. Customer Data

7.1 Proprietary Rights. As between you and us, you own and retain all rights to the Customer Data. You hereby grant us a non-exclusive, worldwide, and royalty-free right and license to use, host, reproduce, display, perform, modify, and make derivative works of Customer Data as necessary to: (a) provide the Service to you; (b) determine billing, measure your usage of the Service, and track entitlement consumption; and (c) monitor and enforce compliance with these Terms, including detecting and addressing unauthorized, abusive, or otherwise non-compliant use of the Service by you or any End User, all in accordance with the Harvest Privacy Policy. You represent and warrant that: (i) our use of Customer Data in accordance with these Terms will not infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between you and any third-party; and (ii) you have all rights and permissions required to submit Customer Data to us for use in accordance with these Terms.

7.2 Service Information. We may develop, collect, analyze, or derive data or insights from Service Information, and we may use such data and Service Information to maintain, improve, or enhance the Service, and for the purposes of determining billing, usage measurement, entitlement consumption, and compliance with these Terms, all in accordance with the Harvest Privacy Policy.

7.3 Privacy. The Harvest Privacy Policy provides information about the processing of personal data in connection with the Service, including how data is collected, for which purposes it is processed, and for how long it is retained. To the extent that we process personal data on your behalf as a data processor under applicable privacy laws, the Data Processing Agreement applies and is incorporated by reference into these Terms.

8. Our Intellectual Property Rights

8.1. Ownership. We or our licensors retain and exclusively own all rights, title and interest in and to the Service and its content, including all intellectual proprietary rights, whether registered or not, which include, but are not limited to, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to the Service. We reserve all rights not expressly granted to you under these Terms.

8.2. Feedback. If you provide Feedback, you represent and warrant that you (i) have the right to disclose the Feedback, (ii) the Feedback does not violate third-party rights, and (iii) the Feedback does not contain the confidential or proprietary information of any third party. You (a) acknowledge that we may have something similar to the Feedback already under consideration or in development; and (b) assign to us your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, you hereby grant us an irrevocable, exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute, and sublicense the Feedback without any compensation, and waive any right, title, or interest and consent to any action by us, our service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the assignment, waivers, or consents described in this section.

9. Confidentiality

9.1 The Receiving Party will (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms or that otherwise exceeds the scope of the rights permitted hereby; (iii) not disclose Confidential Information of the Disclosing Party to any third party; and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in these Terms.

9.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any applicable law, statute, rule or regulation, subpoena or legal process; provided, however, that: (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.

10. Publicity

You hereby grant us a non-exclusive, royalty-free license to use your company name, designated trademarks, and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided by you to us in writing from time-to-time. We do not want to list you if you do not want to be listed, so if that is the case, please reach out to the Harvest Customer Support through the Help Center.

11. Indemnification

You will defend, indemnify and hold us, our Affiliates, our and our Affiliates’ directors, officers, agents, employees, partners, licensors, contractors, permitted successors, and permitted assigns (each of the foregoing, an “Indemnitee”) harmless from all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including, but not limited to, professional fees and reasonable attorneys’ fees incurred by one or more Indemnitees, to the extent directly or indirectly arising out of or resulting from one or more of the following: (i) your or your End Users’ unauthorized access to or use of the Service; (ii) your or your End Users’ Feedback; (iii) any breach of these Terms by you, your End Users, or any person accessing the Service using your account or device; (iv) your or your End Users’ violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (v) your or your End Users’ violation of any applicable law or regulation; or (vi) your or your End Users’ conduct in connection with the Service. You will promptly notify us of any third-party claims subject to indemnification. You agree that we will have the right to control the defense, negotiation, and settlement of any claim subject to indemnification by you and that you will cooperate with us in the defense, negotiation, or settlement of any such claim, and that we will have the right to select counsel handling such defense, negotiation, or settlement. This section does not affect any other indemnities set out in a separate written agreement between you and us or the other Indemnitees.

12. Disclaimers; Limitation of Liability

12.1 Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICE FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE HEREBY DISCLAIM ANY WARRANTY THAT USE OF THE SOFTWARE WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

12.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

12.3 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER SECTION 11 OR SECTION 3.5, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER PROVISIONS INCLUDED IN THESE TERMS, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

12.4 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.

13. Governing Law and Jurisdiction

13.1 Governing law. These Terms, and any dispute, claim (including non-contractual disputes or claims), or matters arising out of or in connection with these Terms will be governed by, and construed in accordance with, the laws of the State of New York, U.S., excluding any conflict-of-laws rule or principle that might refer the governance or the construction of these Terms to the law of any other jurisdiction.

13.2 Jurisdiction. If a dispute, claim, or matter arising out of or in connection with these Terms is not subject to arbitration pursuant to section 14, you agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in New York, New York, U.S., and you agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York, U.S. (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.

14. Dispute Resolution; Binding Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND US TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND US FROM SUING IN COURT OR HAVING A JURY TRIAL. WE AND YOU AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS IN THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW IN SECTION 14(K) IF YOU WISH TO OPT OUT OF THE REQUIREMENT TO ARBITRATE ON AN INDIVIDUAL BASIS.

a) Claims Subject to this Section. The dispute resolution and binding arbitration terms in this section 14 apply to all Claims between you and us. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory for which either party wishes to seek legal recourse and that arises from or relates to these Terms or the Service, including any related to privacy or data-security or to the formation, validity, enforceability, revocability, performance, breach, or scope of these Terms or arbitration agreement or any portion of it or arising out of or relating to interpretation or application of these Terms or arbitration agreement.

b) Informal Dispute Resolution Prior to Arbitration. If you have a Claim against us or if we have a Claim against you, we and you must first attempt to resolve the Claim informally in order to try to resolve the Claim faster and reduce costs for both parties. We and you will make a good-faith effort to negotiate the resolution of any Claim for forty-five (45) days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

You will send any Claimant Notice to us by certified mail addressed to Bending Spoons Operations S.p.A., Via Nino Bonnet 10, 20154 Milan, Italy, or by email to legal@getharvest.com. We will send any Claimant Notice to you by certified mail or email using the contact information you have provided to us or via reasonably available means of notice if you have not provided certified mail or email contact information to us. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, telephone number, and any relevant purchase information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

The Informal Resolution Period is intended to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. We or you cannot initiate arbitration before the end of the Informal Resolution Period. If we or you file a Claim in court or initiate arbitration without first providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court or arbitrator to enjoin the filing or arbitration and seek damages from the party that has not followed the informal dispute-resolution process to reimburse it for any costs and fees—including arbitration, attorney, and expert fees—incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing-fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small-claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of you or us, including any disputes in which you or we seek injunctive or other equitable relief for the alleged unlawful use or infringement of your or our intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property but are jointly filed with IP Claims, that are not resolved in accordance with section 14(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury.

d) Binding Individual Arbitration. Subject to the terms of this section 14, Claims may only be adjudicated by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the “Rules”), as modified by these Terms.

If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures apply to Claims between you and us as modified by these Terms.

These Terms affect interstate commerce, and the enforceability of this section 14 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy or relief that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or us to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

e) Arbitration Procedure and Location. We or you may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM (or with AAA if applicable pursuant to section 14(d)).

Instructions for filing a demand for arbitration with NAM are available on the NAM website or by emailing NAM at commercial@namadr.com, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to us by certified mail addressed to Bending Spoons Operations S.p.A., Via Nino Bonnet 10, 20154 Milan, Italy or by email to legal@getharvest.com. We will send any demand for arbitration to you by certified mail or email using the contact information you have provided to us or via reasonably available means of notice if you have not provided certified mail or email contact information to us.

The arbitration will be conducted by a single arbitrator in the English language. We and you both agree that the arbitrator will be bound by these Terms.

For Claims in which the claimant seeks USD $10,000 or less, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks more than USD $10,000, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York, New York. If you reside outside the United States, the site of any in-person hearing will be determined according to the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless we and you agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award and any judgment confirming it apply only to that specific case; they cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

f) Arbitration Fees. Except for circumstances outlined in section 14(g), each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

g) Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs and fees incurred by the defending party—including arbitration, attorney, and expert fees—related to a Claim if an arbitrator determines that: (i) the Claim was frivolous; or (ii) the Claim was filed for any improper purpose, such as to harass the responding party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

h) One Year to Assert Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM BY YOU OR US AGAINST THE OTHER MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM ARISES; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT WE OR YOU WILL NO LONGER HAVE THE RIGHT TO ASSERT THAT CLAIM.

i) Confidentiality. If we or you submit a Claim to arbitration, we and you agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. We and you agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

j) Coordinated Filings. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Claims” and will be treated as mass filings, mass arbitrations, or multiple case filings according to the Rules (including, when applicable, AAA’s Mass Arbitration Supplementary Rules), if and to the extent Coordinated Claims are filed in arbitration as set forth in these Terms. We or you may advise the other of your or its belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter. The following procedures are intended to supplement the Rules, and to the extent the procedures conflict with those Rules, to supersede them.

COORDINATED CLAIMS MAY ONLY BE FILED IN ARBITRATION AS PERMITTED BY THE BELLWETHER PROCESS SET FORTH BELOW. APPLICABLE STATUTES OF LIMITATIONS WILL BE TOLLED FOR CLAIMS ASSERTED AS COORDINATED CLAIMS FROM THE TIME A COMPLIANT CLAIMANT NOTICE HAS BEEN RECEIVED BY A PARTY UNTIL THESE USER TERMS PERMIT SUCH COORDINATED CLAIMS TO BE FILED IN ARBITRATION OR COURT.

Initial Bellwether: The bellwether process set forth in this section 14(j) will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.

After that point, counsel for the parties shall select 20 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its claims and arguments. Each side shall select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process. Any remaining Coordinated Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this section 14(j).

A single arbitrator shall preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator’s fee paid for by us. Counsel for the claimants and the other party must agree on a mediator within thirty (30) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within thirty (30) days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation does not yield a global resolution of all remaining Coordinated Claims, the arbitration requirement in this section 14(j) shall no longer apply to Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings. Such Coordinated Claims released from the arbitration requirement must be resolved in accordance with section 13.2.

To the extent you are asserting the same Claim as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable.

If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court shall have authority to enforce the bellwether and mediation processes defined in this section 14(j) and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

k) Opting Out of Arbitration. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accept these Terms by providing us with notice of your decision to opt out via email to legal@getharvest.com or by certified mail addressed to Bending Spoons Operations S.p.A., Via Nino Bonnet 10, 20154 Milan, Italy. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with section 13.2.

l) Rejection of Future Arbitration Changes. You may reject any change we make to section 14 (except address changes) by sending us notice of your rejection within thirty (30) days of the change via email to legal@getharvest.com or by certified mail addressed to Bending Spoons Operations S.p.A., Via Nino Bonnet 10, 20154 Milan, Italy. Changes to section 14 may only be rejected as a whole, and you may not reject only certain changes to section 14. If you reject changes made to section 14, the most recent version of section 14 that you have not rejected will continue to apply.

m) Severability. If any portion of this section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section 14; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section 14 is found to prohibit an individual claim seeking public injunctive relief (that is, injunctive relief whose primary purpose and effect is to prohibit and enjoin conduct harmful to the general public), that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section 14 will be enforceable. To the extent that you prevail on a Claim and seek public injunctive relief, the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration.

15. No Waiver

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

16. Force Majeure

Except for payment obligations of amounts due under these Terms, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

17. Actions Permitted

Except for actions for nonpayment or breach of a party’s proprietary rights and to the maximum extent permitted by the applicable law, no action, regardless of form, arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action has accrued. Each party waives the right to file an action arising directly or indirectly from the provisions of these Terms under any longer statute of limitations. This section does not affect the provisions of section 14.

18. Severability

If any provision or part of these Terms is found to be unlawful, void, or for any reason unenforceable, that provision, or the affected part thereof, will be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of these Terms as possible. Any unaffected provision of these Terms will remain in full force and effect.

19. Notices

We may give notice to you (a) by using our subscription account information for you; (b) via email to any email addresses on record in our account information for you; (c) through the Service or by any other equivalent means; or (d) through any other legally accepted means. You must give us notice under these Terms to the attention of “Legal” by overnight courier or registered or certified mail to Bending Spoons Operations S.p.A., Via Nino Bonnet 10, 20154 Milan, Italy. Notices by email will be deemed given one business day after they are sent. Notices to us by courier, registered or certified mail will be deemed given three business days after they are sent. Notices we provide by posting will be effective upon posting. You must keep all of your account information current.

20. Entire Agreement

These Terms constitute the entire agreement between us regarding its subject matter and supersede any prior or contemporaneous agreements or statements between us. Any terms in any purchase order or other order documentation delivered by you will be null and void. Our obligations are not contingent on the delivery of any future functionality or features of the Service or dependent on any oral or written comments made by us regarding future functionality or features of the Service.

21. Assignment

You will not assign, subcontract, delegate, or otherwise transfer these Terms, or your rights and obligations under these Terms, without obtaining our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be void. We may assign these Terms or any right set out in these Terms, in whole or in part, without your consent, to any person or entity at any time, on condition that the assignment does not diminish the protection of your rights. These Terms will be binding upon the parties and their respective successors and permitted assigns.

22. No Third Party Beneficiaries

Except as expressly provided in sections 5, 8, 11, and 23, there are no third-party beneficiaries to these Terms other than each of our Affiliates.

23. Additional Terms for App Marketplaces

When you access, purchase, or download the Harvest mobile application from the Apple App Store, you acknowledge and agree that:

These Terms are concluded between you and us, and not with Apple Inc. or its subsidiaries (collectively, “Apple”), and as between us and Apple, we are solely responsible for the App and the content thereof.
You may only use the Harvest app on an Apple-branded product that you own or control and as permitted by the Usage Rules set forth in the terms and guidelines that govern your use of the Apple App Store (including the Apple Media Services Terms and Conditions), except that the Harvest app may be accessed and used by other accounts associated with your account from which you made your purchase via Family Sharing or volume purchasing.
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Harvest app.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you where applicable. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between Apple and us, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You must comply with applicable third-party terms of agreement when using the App.
Apple is a third-party beneficiary of these Terms, and Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

If your usual residence is outside of the European Economic Area, the United Kingdom, or Switzerland, scroll up to find the terms that apply to you.

Terms of Service (EEA, UK, and CH)

If your usual residence is in the European Economic Area, the United Kingdom or Switzerland, these Terms apply to you.

Effective date: July 1, 2026 for customers who signed up to the Service before April 15, 2026; April 15, 2026 for customers who signed up to the Service on or after April 15, 2026.

1. Introduction

1.3 These Terms contain provisions that govern the resolution of claims you may have, disclaimers of certain warranties, automatically renewing subscriptions, and certain limitations on our liability. If you do not agree to all the provisions in these Terms, do not access and immediately stop using the Service, cancel any account, and immediately delete any copies of any mobile applications or software included in the Service in your possession.

2. Definitions

“AI Services” means the artificial intelligence or machine learning tools and features we offer within the Service.

“EEA” means the European Economic Area and the states that are part of the EEA.

“End User” means your employees, contractors, or other individuals that you authorize to use the Service.

“Export Laws” means all applicable trade, economic sanctions, and export control laws, including those of the United States, the European Union, EEA, Switzerland, the United Kingdom, and any other relevant jurisdictions.

“Fee” means the Subscription Fee and all the other fees that are applicable to your use of the Service, as specified on the Service website or in the Order Form.

“Feedback” means any feedback, comments, or suggestions for improvements related to the Service provided by you or any End User.

“Order Form” means the sales order generated by us and delivered to you following your purchase of a Subscription Plan or one or more Services, which incorporates these Terms.

“Output” means answers, responses, content, and other output generated through the AI Services.

“Subscription Plan” means a subscription plan for the use of the Service.

“Terms” means these Terms of Service governing your use of our Service.

“You,” or “your” means the person or entity that enters into these Terms with us.

3. Eligibility; Use of Service

3.1 Eligibility. You, if you are an individual, and each End User must be 18 years or older to use the Service. You may only use the Service in jurisdictions authorized by us.

3.6 AI Services. As part of the Service, we may offer AI Services. Due to the nature of AI Services, the Output may not be unique and the AI Services may generate the same or similar Output for you or a third party. You acknowledge that the AI Services may in some situations produce Output that is inaccurate, incorrect, offensive, or otherwise undesirable. You acknowledge and agree that the AI Services are intended to support, and not replace, human judgment and professional decision-making. The AI Services and any Output are not designed, intended or permitted to be used for: (i) automated decision-making that produces legal or similarly significant effects on individuals; (ii) high-risk use cases or regulated decision-making; or (iii) any use that would require professional, legal, financial or accounting advice. You acknowledge that the accuracy, quality, and compliance with applicable law of the Output is also dependent upon and commensurate with that of the input provided and your compliance with these Terms. You will evaluate the content, nature, tone, and accuracy of any Output as appropriate for the applicable use case, including by engaging in human review of the Output, and Output should not be relied upon as the sole basis for any decision or action. Subject to applicable law, we do not warrant that any Output will be accurate, complete or fit for a particular purpose, and we disclaim liability for decisions made by you based on Output, except to the extent such liability cannot be excluded under applicable law. Your input and Output are considered Customer Data under these Terms and, as between you and us, your input and Output are yours.

3.7 Third-Party Products. Third-Party Products are governed by the terms and privacy policies of such Third-Party Products. We are not responsible for, and make no representations or warranties as to any aspect of such Third-Party Products. By enabling Third-Party Products, you agree that we may disclose Customer Data and account information as necessary to facilitate the use or enablement of such Third-Party Products. Integration with any Third-Party Product is provided as a courtesy and based on the then-current Third-Party Product’s service and integration method. We reserve the right to change, suspend, remove, limit, or disable access to any Third-Party Products at any time to offer new or different features, technologies, or services, to repair, improve or further develop the Service, or as a consequence of a business or corporate restructuring or reorganization, or to comply with legal, regulatory or contractual requirements, or in response to exceptional or unforeseen circumstances, or for other justifiable or business reasons. In such cases, if reasonably necessary or if required under applicable law, we will notify you via email or a pop-up or push notification within the Service.

4. Changes to the Terms and the Service

4.1. Changes to the Terms. We may update these Terms from time to time as we remove or release features, technologies, or services, or as a consequence of a business or corporate restructuring or reorganization, or to comply with legal, regulatory, or contractual requirements, or in response to exceptional or unforeseen circumstances, or for other justifiable business reasons. In such cases, we will inform you at least 30 days before the updated Terms become effective, by notifying you via email or, where email notification is not possible, a pop-up or push notification within the Service. It is your responsibility to review these Terms regularly, and to check the Service for updates to these Terms regularly. Unless otherwise noted, the updated Terms will be effective as of the time at which we update the Terms in the Service. By continuing to access or use our Service after updates become effective, you agree to be bound by the updated Terms. If you do not agree to the updated Terms, you must stop using our Service, cancel your subscription and any account before the updated Terms become effective, and uninstall and delete any copies of any mobile applications, APIs, or software included in the Service in your possession.

4.2. Changes to the Service. We may also update, change, suspend, or discontinue the Service (or any part, content, or feature) or Subscription Plan to offer or test new or different features, technologies, or services, to repair, improve, or further develop the Service, or as a consequence of a business or corporate restructuring or reorganization, or to comply with legal, regulatory, or contractual requirements, or in response to exceptional or unforeseen circumstances, or for other justifiable or business reasons. Such changes, updates, suspensions, or discontinuations may also result in adjustment to the applicable Fees, including price increases, subject to the provisions of section 5.4. Some services and features may not be available in all countries, in all languages, in all operating systems, or to all Subscription Plans.

5. Subscription Plan and Fees

5.4 Changes to Fees and Payment Terms. We may update or change our Fees (including, but not limited to, any Subscription Fee) and payment terms to reflect circumstances such as changes to the Service (including the addition of new features), changes in our business, changes in legal, regulatory, or contractual requirements, changes to the economic environment we operate in (such as variations in costs of development, licenses, technical supply, distribution, customer service, or taxes), or other justifiable or business reasons. Changes to Fees other than the Subscription Fees will not apply retroactively and will become effective upon posting the updated Fee on the Service. Changes to Subscription Fees will not apply retroactively and will become effective upon the renewal of your Subscription Plan or the applicable billing cycle. We will give you 30 days’ prior notice via email or, where email notification is not possible, a pop-up or push notification within the Service of any change in Subscription Fees that apply to you to give you an opportunity to not renew your Subscription Plan before such change becomes effective and in accordance with section 5.2. We may offer and discontinue free trials, promotional discounts to Fees, or other offers at any time at our sole discretion, including on the basis of automated decision-making. Upon expiration of such offers, you will be charged the applicable Fees.

6. Suspension and Termination

6.3 Withdrawal and Termination by us. We may withdraw from our agreement with you under these Terms at any time by providing you with at least a 30 days’ advance notice. If we withdraw from this agreement, your current Subscription Term will terminate. We may terminate these Terms with immediate effect if you breach one or more of sections 3, 5, 8, 9, and 11.

6.4 Effect of Termination or Expiration and Survival. Upon expiration, withdrawal, termination, or cancellation of these Terms for any reason, (i) you must stop using the Service and uninstall and delete all copies of any mobile applications, APIs, or software included with the Service in your possession, and (ii) all rights granted to you under these Terms, including all licenses, will immediately terminate. If we terminate these Terms for breach under section 6.3, you will promptly pay all unpaid Fees due. If we withdraw from this agreement under these Terms according to section 6.3, we will promptly refund any prepaid but unused fees covering use of the Service after termination. Fees are otherwise non-refundable. The provisions of these Terms that are by their nature intended to survive termination or expiration of these Terms will so survive.

7. Customer Data

8. Our Intellectual Property Rights

9. Confidentiality

10. Publicity

11. Indemnification

12. Disclaimers; Limitation of Liability

12.1 Disclaimer of Warranties. We and our Affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy or completeness of the Service for any purpose. To the maximum extent permitted by law, we disclaim all warranties and conditions of merchantability, of satisfactory quality, and of fitness for a particular purpose. We cannot warrant against interference with your enjoyment of the Service, that the functions contained in, or services performed or provided by, the Service will meet your requirements, or that the operation of the Service will be constantly available, uninterrupted, secure, or error-free. No oral or written information or advice given by us or our authorized representatives will create a warranty. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you. If you have questions or complaints in connection with this section, we encourage you to contact us through the Help Center. This section does not affect section 12.2.

12.2 Limitation of Liability. Except for your liability for payment of Fees, your liability arising from your obligations under section 11 or section 3.5, and your liability for violation of our intellectual property rights, to the maximum extent permitted under applicable law, if, notwithstanding the other provisions included in these Terms, either party or its Affiliates is determined to have any liability to the other party, its Affiliates or any third party, the parties agree that the aggregate liability of a party and its Affiliates will be limited to a sum equal to the total amounts paid or payable for the Service in the one month period preceding the event giving rise to a claim, provided that in any case we will not be liable for any moral, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Service, unless such damages are caused by our breach of these Terms.

13. Governing Law and Jurisdiction

13.1 Governing law. These Terms, and any dispute, claim (including non-contractual disputes or claims), or matters arising out of or in connection with these Terms will be governed by, and construed in accordance with, the laws of Italy, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of these Terms to the law of any other jurisdiction.

13.2 Jurisdiction. Any controversy or claim in relation to the application or interpretation of these Terms or arising out of your use of the Service will be submitted to the exclusive jurisdiction of the Court of Milan, Italy.

14. No Waiver

15. Force Majeure

16. Actions Permitted

17. Severability

18. Notices

19. Entire Agreement

20. Assignment

21. No Third Party Beneficiaries

Except as expressly provided in sections 5, 8, 11, and 22, there are no third-party beneficiaries to these Terms other than each of our Affiliates.

22. Additional Terms for App Marketplaces

When you access, purchase, or download the Harvest mobile application from the Apple App Store, you acknowledge and agree that:

These Terms are concluded between you and us, and not with Apple Inc. or its subsidiaries (collectively, “Apple”), and as between us and Apple, we are solely responsible for the App and the content thereof.
You may only use the Harvest app on an Apple-branded product that you own or control and as permitted by the Usage Rules set forth in the terms and guidelines that govern your use of the Apple App Store (including the Apple Media Services Terms and Conditions), except that the Harvest app may be accessed and used by other accounts associated with your account from which you made your purchase via Family Sharing or volume purchasing.
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Harvest app.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you where applicable. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between Apple and us, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You must comply with applicable third-party terms of agreement when using the App.
Apple is a third-party beneficiary of these Terms, and Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

Declaration pursuant to articles 1341 and 1342 of the Italian Civil Code

Pursuant to articles 1341 and 1342 of the Italian Civil Code, you declare you have read and specifically accept sections 3, 4, 5, 6, 12, 13, and 16 of these Terms.

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