Terms of Service

Effective Date: March 3, 2025

PLEASE READ THESE TERMS CAREFULLY.

Our Terms of Service is a contract that governs our customers’ use of our services. By using our Service, you are agreeing to these terms. We update these terms from time to time. If you have an active subscription, we will let you know when we update these terms by email (if you subscribe to receive email updates). Please also see the corresponding Privacy Policy for details on how Harvest manages your Personal Data.

This Agreement is effective, and you agree to be bound by this Agreement, as of the date of first use of the Service.  If you already signed up for the Service, this updated Agreement is effective on the date you assented to this Agreement.

If you are an individual acting on behalf of an entity, you represent and warrant that you have the authority to enter into this Agreement on behalf of that entity and to legally bind that entity. If you do not accept the terms of this Agreement, then you are not permitted to, and you must not, access or otherwise use the Services.

1. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. 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.

“Agreement” or “Terms of Service” means these terms and conditions governing your use of our services and all materials referred or linked to in here, unless otherwise stated. 

“Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

“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, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

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

“End User” means your employees, contractors, or any other individual that you authorize to use the Service for your benefit. 

“Free Services” means the Service made available to you on an unpaid or trial free basis, as described further on the Harvest website. 

“Order” or “Order Form” means the Harvest form or online subscription process by which you agree to subscribe to the Service. 

“Personal Data” means any information relating to an identified or identifiable individual where such information is protected similarly as personal data, personal information, or personally identifiable information under relevant data protection laws.

“Service” means all our web-based applications, tools, and platforms, including Harvest, Forecast and the AI Services that you have subscribed to or that we otherwise make available to you, and are developed, operated, and maintained by us. 

“Subscription Fee” means the amount posted on the Harvest website for your selected tier of the Service, which may be updated from time to time subject to the terms of Section 3.1.

“Subscription Term” means, collectively, the initial term of your subscription to the Service, as specified on your Order Form(s) (the “Initial Term”); and each subsequent renewal period (if any) (each a “Renewal Term”). Your “Current Term” is your then-current committed period of Services, as either an Initial Term or Renewal Term. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

“We,” “our,” “us,” or “Harvest,” means Iridesco, LLC d/b/a Harvest, a New York limited liability company, our Affiliates, and subsidiaries.

“You,” “your,” or “Customer” means the person or entity that is registered with us to use the Services. 

2. Use of Service

3. Fees

3.1 Subscription Fees. The Subscription Fee will remain fixed during the Current Term of your subscription unless you subscribe to additional seats or otherwise upgrade your subscription.  We reserve the right to change Subscription Fee upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to Harvest or by email.

3.2 Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. In the event of a failed attempt to charge your Authorized Payment Method, we reserve the right, and you authorize us, to retry billing your Authorized Payment Method.

You will reimburse us for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting overdue amounts hereunder. In the event of a conflict between this Agreement and the Order Form with respect to the Subscription Fees, the Order Form will control and govern. In all other cases, this Agreement will control and govern. 

3.3 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. If you are located in the European Union, the United Kingdom, or Switzerland, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state.

4. Term and Termination

4.1 Term and Renewal. Your Initial Term will be specified in your Order and your subscription will automatically renew for successive Renewal Terms for the shorter of (i) the same duration as your Initial Term or (ii) one year. For all accounts, there are no refunds or credits for changes to your account or changes to the number of seats in your plan within your Current Term.

4.2 Cancellation. To prevent your subscription from automatically renewing, you must cancel it prior to the applicable renewal date.

4.3 Early Cancellation. You may choose to cancel your subscription early at your convenience, provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of your Current Term. 

You are solely responsible for the proper cancellation of your account. You may cancel your account at any time by going to Company Settings and closing your account. An email or phone request to cancel your account is not considered cancellation.

4.4 Termination for Cause. Either party may terminate this Agreement for cause, as to the Service: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

This Agreement may not otherwise be terminated prior to the end of your Current Term.

4.5 Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Service, your account will be immediately disabled, and your account and information cannot be recovered once the account is closed. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due. Subscription fees are otherwise non-refundable. This Section 4.5 and Sections 2.4, 2.6, 3, 5.2, 6, 7 and 9-23 will survive expiration or termination of this Agreement.  

We retain the right to retain or delete any data, including Customer Data and Personal Data, provided to us by you at our sole discretion in accordance with our then-current policies.

5. Customer Data

5.1 Proprietary Rights. You own and retain all rights to the Customer Data. You hereby grant us and our licensors a non-exclusive, worldwide, and royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of your Customer Data as necessary to provide the Service to you, as permitted by this Agreement, and as permitted by applicable law. You represent and warrant that: (i) our use of Customer Data in accordance with this Agreement 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 this Agreement.

5.2 Service Information. We may develop or derive data or insights from: (i) any Customer Data; or (ii) Customer’s or its End Users’ use of the Service, including without limitation, any usage data, trends specific to the Services, provided that, in each case of (i) and (ii), such data is de-identified of any Personal Data (clauses (i) and (ii), collectively, “Service Information”).

6. Intellectual Property

6.1 This is an agreement for access to and use of the Service, and you are not granted a license to any software by this Agreement. We (and our licensors) exclusively own and retain all intellectual property rights to the Service and Service Information. We encourage all customers to comment on the Service and provide suggestions for improving it (“Feedback”). You agree that all such comments and suggestions will be non-confidential and you, on behalf of yourself and your End Users grant us a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with our business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services. 

7. Confidentiality

7.1 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 this Agreement 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 this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2  The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local 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/or 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.

8. 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 send an email to tos@getharvest.com stating that you do not wish to be used as a reference.

9. Indemnification

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) arising from any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of: (a) unauthorized or illegal use of the Service by you, your End Users or your Affiliates, (b) your, or your End Users’ or Affiliates’ noncompliance with or breach of this Agreement, (c) your or your End Users’ or Affiliates’ combination of the Services with any third-party materials not provided by us, or (d) the unauthorized use of the Service by any other person using your End User information. For clarity, you will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (d) above at our then-current hourly rates.

10. Disclaimers; Limitation of Liability

10.1 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.

10.2 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 THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION OR ‘PROHIBITED AND UNAUTHORIZED USE’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, 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.

10.4 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.

11. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of New York, without reference to conflict of laws principles. The parties agree that any legal action brought under or in conjunction with this Agreement will be brought in a federal or state court of appropriate jurisdiction in the State of New York and venue will be proper in that court. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Southern District of New York and the parties irrevocably consent to the personal jurisdiction and venue therein.

12. Amendment; No Waiver

We may modify any part or all of the Agreement by posting a revised version on our website. The revised version will become effective and binding the next business day after it is posted. It is your responsibility to check our website periodically for changes to this Agreement. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.

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.

13. Force Majeure

Except for payment obligations of amounts due under this Agreement, 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.

14. Actions Permitted

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

15. Compliance with Laws

We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Service. 

You will not directly or indirectly export, re-export, or transfer the Service to prohibited countries or individuals or permit use of the Service by prohibited countries or individuals.

16. Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

17. Notices

To Harvest: To the following address: Iridesco LLC, d/b/a Harvest, 2248 Broadway #1103, New York, NY 10024, United States. Notice will be deemed delivered as of the date of actual receipt. 

To You: Your address as provided in our subscription account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. You must keep all of your account information current.

18. Entire Agreement

This Agreement is the entire agreement between us for the Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. 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. 

19. Assignment

You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

20. No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

21. Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your End Users’ compliance with the terms of this Agreement.

22. Application Programming Interface Terms

You may access your account data using our Application Programming Interface (“API”). All use of the API is subject to these Terms of Service.

Abuse or excessively frequent requests to Harvest via the API may result in the temporary or permanent suspension of your access to the API. Harvest, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

23. Mobile Application Terms

Subject to your compliance with these Terms of Service, Harvest grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, and use our mobile application (“App”) on a tablet, mobile phone or other Internet-enabled mobile device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in the mobile application and (ii) may be immediately suspended or terminated for any reason, in Harvest’s sole discretion, and without advance notice or liability. Your unauthorized use of the mobile application may violate copyright, trademark, privacy, and other laws, and any such use may result in your personal liability, including potential criminal liability.

Except as expressly permitted in this Agreement, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

If you access or download our mobile application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement, which can be found here: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/. 

Apple has no obligation to furnish any maintenance and support services with respect to the 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 App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

Current version through March 2, 2025
Previous version - August 22, 2019
Previous version - January 1, 2021