Terms of Service

Last Modified: 6/15/2026

These Terms of Service (these "Terms") of Daylight Labs Inc ("Harvest," "we," "our," or "us") describe your rights and responsibilities when accessing or using our website located at https://www.harvestapp.ai/, our web application, and any software, documentation, tools, features, integrations, APIs, online services, or other products and services we make available (collectively, the "Service").

These Terms are a contract between you and Harvest. You must read and agree to these Terms before using the Service. If you do not agree, you may not access or use the Service. These Terms apply to all visitors, users, customers, account administrators, authorized users, and others who access or use the Service ("Users").

By accessing or using the Service, creating an account, connecting a third-party account, clicking a button or checking a box marked "I Agree" or something similar, or otherwise indicating acceptance, you represent that you have read, understood, and agree to be bound by these Terms and that you have read and understood our Privacy Policy.

If you access or use the Service on behalf of a company, organization, or other legal entity, then "you" and "your" refer to both you and that entity, and you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority, you may not access or use the Service on behalf of that entity.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNITY OBLIGATIONS, A SHORTENED LIMITATIONS PERIOD, AND DISPUTE RESOLUTION PROVISIONS (INCLUDING A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER, WHICH YOU MAY OPT OUT OF AS DESCRIBED IN SECTION 27) THAT AFFECT YOUR RIGHTS.

1. Eligibility; Access to the Service; User Accounts

1.1 Eligibility

You may use the Service only if you can form a legally binding contract with Harvest and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law").

The Service is not available to any person or entity that Harvest has previously suspended or removed from the Service, or to any person or entity prohibited from using the Service under Applicable Law.

You represent and warrant that you meet all age, authority, and eligibility requirements applicable to your use of the Service.

The Service is made available to customers globally, subject to these Terms, Section 24 (Export Controls; Sanctions), and Applicable Law. You are solely responsible for compliance with the laws of your jurisdiction in connection with your access to and use of the Service, and Harvest makes no representation that the Service is appropriate, available, or lawful for use in any particular location.

1.2 Access to the Service

Subject to your compliance with these Terms, Harvest grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for your internal business purposes and solely as permitted by these Terms, the features of the Service, any applicable order form, and any documentation or instructions provided by Harvest.

Harvest reserves all rights not expressly granted in these Terms.

1.3 User Accounts

You may be required to create an account to access or use some or all of the Service. You agree to provide accurate, current, and complete account information and to keep such information up to date.

You are responsible for all activity that occurs through your account, including activity by your administrators, employees, contractors, agents, representatives, and other authorized users. You are responsible for maintaining the confidentiality and security of your login credentials, account permissions, user roles, API keys, tokens, and connected accounts.

You may not use another person's or entity's account without authorization. You must promptly notify Harvest if you believe that your account, credentials, connected accounts, integrations, permissions, or any related access has been compromised or used without authorization.

Harvest is not responsible for any loss, damage, spend, campaign action, data access, account change, or other consequence arising from unauthorized access to or use of your account, credentials, connected accounts, permissions, or authorized users, except to the extent such liability cannot be excluded under Applicable Law.

1.4 Account Administration

If your account is associated with an organization, Harvest may allow one or more administrators to manage access, permissions, billing, connected accounts, approvals, workflows, users, and other account settings. Administrators may be able to access, disclose, restrict, modify, or delete data, settings, approvals, integrations, and other information associated with your account.

You are responsible for ensuring that only appropriate persons are designated as administrators or authorized users and that each user has appropriate permissions.

1.5 Communications

By providing an email address or other contact information, you consent to receive Service-related communications from Harvest, including notices, security alerts, billing notices, product updates, support messages, and administrative communications.

You may also receive commercial or promotional communications from Harvest. You may opt out of promotional emails by following the unsubscribe instructions included in those emails. You may not opt out of non-promotional Service-related communications while you maintain an account.

2. Advertising Services; Campaign Approval; Ad Spend

Harvest provides software tools that may help customers create, review, manage, analyze, and optimize digital advertising campaigns across third-party advertising platforms and related services, including, without limitation, advertising networks, analytics tools, ecommerce platforms, payment processors, customer relationship management systems, attribution tools, and other third-party accounts or services that you connect to the Service.

2.1 Customer Ad Accounts

The Service is designed to operate in connection with advertising accounts owned, controlled, or authorized by you. You are solely responsible for maintaining your accounts with third-party advertising platforms and for complying with the applicable terms, policies, rules, and requirements of those platforms.

By connecting an advertising account or other third-party account to the Service, you authorize Harvest to access, analyze, and use information from that account as reasonably necessary to provide the Service. You also authorize Harvest to prepare, submit, or implement campaign-related actions that you approve through the Service, including, as applicable, creating campaigns, creating ad sets or ad groups, uploading or modifying creative, changing targeting, changing bids, reallocating budget, pausing campaigns, and making other campaign-management changes.

2.2 Campaign Authorization and Customer Approvals

Harvest may make recommendations regarding campaign strategy, creative, targeting, bidding, budget allocation, campaign structure, campaign optimization, and ad spend. Harvest may also prepare proposed campaigns, campaign changes, creative changes, targeting changes, bid changes, budget reallocations, and other advertising actions for your review.

Unless otherwise expressly agreed in writing or enabled by you through a specific Service feature, Harvest is designed not to launch campaigns, implement budget changes, or submit campaign-management changes to a third-party advertising platform unless approved, authorized, configured, or enabled by you or your authorized users. You acknowledge, however, that the Service relies on automated systems, artificial intelligence, third-party APIs, third-party advertising platforms, account permissions, customer configurations, and data received from third-party services, and that campaign actions may occur, fail, be delayed, or be implemented differently than expected as described in these Terms.

You are solely responsible for reviewing all recommendations, proposed campaigns, campaign materials, creative, targeting, audience settings, bid settings, budget settings, spend allocations, account settings, landing pages, tracking settings, and other proposed actions before approval. Harvest is entitled to rely on any approval, instruction, setting, configuration, credential, permission, or other action provided through your account or by any user with access to your account as authorized by you.

Your approval of any campaign, budget, creative, targeting, setting, recommendation, workflow, or other action constitutes your instruction and authorization for Harvest to implement the approved action through the applicable third-party advertising platform or connected service. Approval may include, without limitation, clicking an approval button, approving a recommendation, enabling a workflow, connecting an account, granting permissions, configuring settings, setting budget parameters, or otherwise instructing Harvest to take or prepare an action.

You are responsible for ensuring that only authorized users have access to your Harvest account, connected accounts, advertising accounts, and approval workflows. You are responsible for all actions, approvals, settings, permissions, and instructions submitted through your account or by your authorized users, whether or not a particular action was intended by you.

Once an approved, authorized, configured, or enabled action is submitted to a third-party advertising platform or connected service, the implementation, timing, delivery, review, billing, reporting, and performance of that action may be controlled in whole or in part by the applicable third-party platform or service. Harvest does not control and is not responsible for the acts or omissions of third-party advertising platforms or connected services.

Harvest may decline, delay, suspend, modify, reverse, or not implement any recommendation, approval, instruction, campaign, or change if Harvest believes, in its discretion, that doing so may create legal, regulatory, platform-policy, billing, technical, reputational, security, operational, or other risk, or if the requested action is unclear, incomplete, unsupported, inconsistent with your account settings, inconsistent with these Terms, or otherwise inappropriate for the Service.

2.3 Budget Limits and Spend Allocation

You are responsible for setting, reviewing, approving, and maintaining all budgets, spending limits, billing settings, account-level controls, campaign-level controls, platform-level controls, payment methods, user permissions, approval workflows, and other safeguards applicable to your advertising accounts. Harvest may recommend or implement budget allocations only within the limits, campaigns, accounts, permissions, and parameters approved, authorized, configured, or enabled by you or your authorized users.

You represent, warrant, and covenant that you have configured, and will maintain at all times, account-level and campaign-level spending limits, billing controls, payment-method controls, and other safeguards within each connected advertising account and connected service sufficient to cap your maximum financial exposure to a level you have determined is acceptable. You acknowledge that these platform-level and account-level controls are your primary and final safeguard against unexpected, excessive, automated, or erroneous spend, and that you are solely responsible for setting and maintaining them. Without limiting your responsibilities, Harvest may, in its sole discretion but without any obligation, impose, apply, or enforce its own limits, ceilings, throttles, or controls on automated or Service-initiated spend, actions, or API calls, and may decline, delay, pause, or not implement any action that would or may exceed such limits, and Harvest will have no liability for doing so or for declining to do so.

Budgets, spending limits, forecasts, pacing estimates, and allocation recommendations provided through the Service are tools for campaign management and are not guarantees that actual spend will match any particular amount, limit, pace, allocation, or result. You acknowledge that third-party advertising platforms may control or affect actual spend, including through overdelivery, delayed reporting, billing practices, auction dynamics, minimum spends, currency conversion, tax treatment, attribution windows, rejected changes, delayed changes, API delays, or other platform behavior.

You are solely responsible for monitoring your advertising accounts, spend, billing, campaign status, campaign performance, approvals, platform settings, and connected account activity on an ongoing basis. You must promptly notify Harvest if you believe any campaign action, budget setting, spend amount, approval, platform charge, account activity, or connected service activity is incorrect, unauthorized, unexpected, or inconsistent with your instructions.

Harvest does not provide, advance, finance, or guarantee advertising spend. Unless otherwise expressly agreed in writing, all advertising spend is paid directly by you to the applicable third-party advertising platform or service. Harvest is not responsible for charges, fees, taxes, billing errors, delayed spend reporting, platform overdelivery, currency conversion, failed payments, account credits, refunds, chargebacks, account suspensions, payment-method issues, or other billing matters between you and any third-party advertising platform or service.

You remain responsible for all advertising spend, charges, fees, and taxes incurred through your advertising accounts, including spend resulting from campaigns, settings, recommendations, workflows, or actions approved, authorized, configured, requested, enabled, or not timely disputed by you or your authorized users.

2.4 Unauthorized, Erroneous, or Automated Campaign Actions

Harvest is designed to operate based on approvals, permissions, settings, configurations, credentials, and instructions provided by you or your authorized users. However, you acknowledge that the Service relies on software, automation, artificial intelligence, third-party APIs, third-party advertising platforms, account permissions, customer configurations, and data received from third-party services. As a result, campaign actions, budget changes, campaign launches, pauses, reallocations, edits, submissions, or other advertising actions may occur, be delayed, fail to occur, or be implemented differently than expected due to error, bug, malfunction, misconfiguration, data issue, platform behavior, API issue, unauthorized account access, customer instruction, customer approval, customer setting, or other circumstance.

You are solely responsible for maintaining appropriate controls within your advertising accounts, including account-level budgets, campaign-level budgets, billing controls, payment settings, user permissions, spending limits, approval workflows, platform-level safeguards, and any other controls made available by third-party advertising platforms. You are also solely responsible for monitoring your advertising accounts, campaigns, spend, billing, approvals, platform activity, and connected account activity on an ongoing basis.

If you believe that any campaign, budget change, spend amount, campaign launch, campaign edit, approval, or other advertising action is incorrect, unauthorized, inconsistent with your instructions, or otherwise unexpected, you must notify Harvest promptly and provide all information reasonably requested by Harvest to investigate the matter. Upon receiving such notice, Harvest may, in its discretion, use commercially reasonable efforts to investigate, pause, reverse, modify, or assist you in addressing the issue, to the extent technically and commercially practicable and subject to the functionality, rules, and control of the applicable third-party advertising platform or connected service.

To the fullest extent permitted by law, Harvest will not be responsible for any advertising spend, platform charges, taxes, fees, penalties, losses, damages, lost profits, lost revenue, lost opportunity, account suspension, campaign performance issue, or other consequence arising out of or relating to any unauthorized, erroneous, unexpected, delayed, failed, or automated campaign action, including any budget increase, budget reallocation, campaign launch, campaign edit, campaign pause, targeting change, bid change, creative change, workflow execution, or other action submitted to or implemented through a third-party advertising platform or connected service.

Without limiting the foregoing, any liability Harvest may have arising out of or relating to an unauthorized, erroneous, unexpected, delayed, failed, or automated campaign action will be subject to the disclaimers, exclusions, and limitations of liability in these Terms. Harvest will not be liable for any amounts billed by third-party advertising platforms or connected services, except to the extent such liability cannot be excluded under Applicable Law.

You remain responsible for all advertising spend and other amounts charged by third-party advertising platforms through your advertising accounts, including spend resulting from actions approved, authorized, configured, requested, enabled, or not timely disputed by you or your authorized users.

3. Connected Accounts and Third-Party Services

The Service may allow you to connect, authorize, access, or use accounts, products, services, applications, platforms, networks, APIs, pixels, tags, data sources, databases, analytics tools, ecommerce platforms, payment processors, customer relationship management systems, attribution tools, advertising accounts, and other services provided by third parties that are not owned or controlled by Harvest (collectively, "Third-Party Services").

Third-Party Services may include, without limitation, advertising platforms such as Meta, Google, TikTok, Reddit, LinkedIn, X, Pinterest, Snapchat, and other advertising networks or publishers; analytics and attribution services such as Google Analytics, mobile measurement partners, server-side tracking tools, and data warehouses; ecommerce and payment services such as Shopify, Stripe, WooCommerce, Amazon, and other commerce platforms; customer data, CRM, and marketing tools such as HubSpot, Salesforce, Klaviyo, Postscript, Attentive, and other customer-engagement platforms; and any other third-party services that you connect to, authorize, or use in connection with the Service.

3.1 Authorization to Access Connected Accounts

By connecting, authorizing, or otherwise enabling access to any Third-Party Service, you represent and warrant that you have all rights, permissions, authority, licenses, consents, and approvals necessary to grant Harvest access to such Third-Party Service and to allow Harvest to access, collect, retrieve, process, analyze, store, transmit, display, modify, submit, and use information from or through such Third-Party Service as reasonably necessary to provide the Service.

You authorize Harvest to access and use your connected Third-Party Services, including any associated content, data, settings, permissions, campaign information, account information, billing-related information, performance data, audience data, customer data, conversion data, revenue data, product data, creative assets, and other information made available through those Third-Party Services, in each case as reasonably necessary to provide, maintain, secure, improve, and support the Service.

You further authorize Harvest to submit approved, authorized, configured, or enabled actions to Third-Party Services on your behalf, including, as applicable, campaign launches, campaign edits, budget changes, bid changes, targeting changes, creative submissions, pauses, reallocations, reporting requests, audience updates, tracking configurations, and other actions made available through the Service.

3.2 Customer Responsibility for Third-Party Services

You are solely responsible for your access to, use of, and compliance with all Third-Party Services, including the terms, policies, rules, guidelines, documentation, technical requirements, certification requirements, privacy requirements, data-use requirements, billing terms, and account requirements of each applicable Third-Party Service.

Harvest does not control and is not responsible for any Third-Party Service. Third-Party Services may review, reject, approve, modify, suspend, limit, remove, delay, or block campaigns, ads, accounts, audiences, tracking, data, integrations, permissions, reporting, access, or other functionality at any time. Third-Party Services may also change their terms, policies, APIs, features, data availability, reporting, attribution models, targeting options, billing practices, review processes, or technical requirements at any time.

You acknowledge that changes, actions, or omissions by Third-Party Services may affect the availability, functionality, accuracy, timing, performance, or results of the Service. Harvest is not responsible for any loss, damage, liability, cost, expense, delay, failure, or other consequence arising out of or relating to any Third-Party Service, including any ad rejection, account suspension, account restriction, account termination, reporting discrepancy, attribution change, billing issue, API outage, data delay, data inaccuracy, policy enforcement action, failed integration, disconnected account, permission change, or platform downtime.

3.3 Account Credentials, Permissions, and Security

You are responsible for maintaining the confidentiality and security of your credentials, tokens, passwords, API keys, account permissions, user roles, and other authentication methods for the Service and all Third-Party Services. You are responsible for all activity that occurs through your accounts, credentials, permissions, connected accounts, and authorized users.

You must promptly notify Harvest if you believe that any account, credential, token, API key, permission, integration, connected service, or user access has been compromised, misused, accessed without authorization, or configured incorrectly.

Harvest is not responsible for any unauthorized access, campaign action, data access, data loss, spend, charge, account change, or other activity arising from your credentials, permissions, connected accounts, account settings, authorized users, or failure to maintain appropriate account security.

3.4 Data from Third-Party Services

Data made available through Third-Party Services may be delayed, incomplete, inaccurate, estimated, modeled, sampled, duplicated, attributed differently across platforms, or subject to retroactive changes. Harvest may use data from Third-Party Services to provide reporting, recommendations, forecasts, optimizations, campaign analysis, creative analysis, budget recommendations, and other Service functionality, but Harvest does not guarantee the accuracy, completeness, timeliness, or reliability of any data received from or displayed through Third-Party Services.

You are responsible for reviewing and verifying all data, reports, recommendations, forecasts, and outputs before relying on them. You acknowledge that different Third-Party Services may report different results for the same or similar events, including impressions, clicks, conversions, revenue, return on ad spend, customer acquisition cost, attribution, lifetime value, and other performance metrics.

3.5 No Endorsement or Platform Relationship

Harvest is not endorsed by, sponsored by, certified by, or affiliated with any Third-Party Service unless Harvest expressly states otherwise in writing. Your use of any Third-Party Service is governed solely by your relationship with that Third-Party Service, and not by these Terms.

Harvest does not make any representation or warranty that the Service will remain compatible with any Third-Party Service, that any integration will continue to be available, that any Third-Party Service will maintain access to any data or functionality, or that any Third-Party Service will approve, accept, continue, or support any campaign, account, integration, or action.

3.6 Disconnection of Third-Party Services

You may disconnect certain Third-Party Services through the Service or through the applicable Third-Party Service, where such functionality is available. Disconnection of a Third-Party Service may limit or disable some or all features of the Service.

Harvest may suspend, limit, or disconnect access to any Third-Party Service if Harvest believes, in its discretion, that continued access may create legal, regulatory, platform-policy, billing, technical, security, operational, reputational, or other risk; if required by the Third-Party Service; if the integration is no longer commercially or technically practicable; or if necessary to comply with Applicable Law, these Terms, or Harvest's agreements with third parties.

Disconnecting the Service from a Third-Party Service does not necessarily pause, cancel, modify, or terminate campaigns, budgets, billing, subscriptions, charges, data collection, pixels, tags, automations, or other activity within that Third-Party Service. You are solely responsible for managing, pausing, modifying, or terminating activity directly within your Third-Party Services.

4. Customer Responsibility for Ads, Claims, Landing Pages, and Compliance

You are solely responsible for your advertised products and services, business practices, offers, pricing, promotions, claims, disclosures, landing pages, websites, apps, checkout flows, customer communications, targeting, audience selection, customer data, conversion events, tracking implementation, and compliance with all Applicable Law, industry rules, self-regulatory guidelines, and third-party platform policies.

Without limiting the foregoing, you are solely responsible for ensuring that all campaigns, ads, creative, copy, images, videos, landing pages, offers, claims, testimonials, endorsements, reviews, disclosures, targeting, audiences, and other advertising materials or settings, whether provided by you or generated, recommended, modified, or assisted by the Service, are accurate, substantiated, non-misleading, lawful, and compliant with all applicable requirements.

Harvest does not verify, and is not responsible for verifying, the accuracy, legality, substantiation, authorization, ownership, suitability, or compliance of your products, services, claims, offers, landing pages, creative assets, customer data, targeting, audiences, disclosures, or campaign materials. Any review, recommendation, approval workflow, automated check, or other functionality provided by Harvest is provided for convenience only and does not constitute legal, regulatory, advertising-compliance, platform-policy, financial, tax, or professional advice.

You represent and warrant that you have all rights, licenses, permissions, consents, approvals, substantiation, and authority necessary to advertise your products and services; to use all campaign materials, creative assets, brand assets, customer data, audience data, testimonials, endorsements, reviews, images, videos, music, names, likenesses, trademarks, logos, copy, landing pages, and other materials provided to or used with the Service; and to authorize Harvest to access, process, use, modify, generate, submit, or implement such materials in connection with the Service.

You are solely responsible for any industry-specific, product-specific, location-specific, audience-specific, or platform-specific requirements that apply to your campaigns, including any required licenses, registrations, certifications, age gates, disclaimers, disclosures, consent mechanisms, substantiation, approvals, or restrictions. This includes, without limitation, requirements applicable to regulated or sensitive categories such as healthcare, pharmaceuticals, supplements, financial products and services, credit, housing, employment, insurance, alcohol, gambling, gaming, cryptocurrency, political, election-related or social-issue advertising, legal services, weight management, body image, adult content, dating, weapons, tobacco, nicotine, products or services directed to minors, and any other category subject to special legal, regulatory, or platform-policy requirements.

Harvest's provision of the Service, generation of any output, recommendation of any campaign action, implementation of any approved action, or decision not to reject or suspend any campaign does not mean that Harvest has reviewed, approved, endorsed, verified, or determined that your products, services, campaigns, claims, landing pages, targeting, audiences, data practices, or campaign materials are lawful, compliant, substantiated, platform-compliant, or appropriate for any particular audience.

Harvest may refuse, pause, suspend, remove, limit, or condition any campaign, recommendation, output, account, integration, or use of the Service if Harvest believes, in its discretion, that it may violate these Terms, Applicable Law, third-party platform policies, third-party rights, or create legal, regulatory, platform-policy, billing, technical, reputational, security, operational, or other risk to Harvest, you, other users, third-party platforms, or any other person.

5. AI Outputs, Creative, and Customer Review

Certain portions of the Service may use artificial intelligence, machine learning, automation, or related technologies to generate, recommend, modify, analyze, or optimize campaign strategy, creative concepts, copy, headlines, descriptions, images, videos, landing page suggestions, targeting recommendations, bidding recommendations, budget recommendations, forecasts, reports, insights, experiments, and other outputs or campaign materials (collectively, "Outputs").

You acknowledge that Outputs generated, recommended, or assisted by the Service may be inaccurate, incomplete, duplicative, misleading, noncompliant, unsuitable for your business, unsuitable for a particular audience, or otherwise not appropriate for use. Outputs may also include or suggest claims, comparisons, offers, disclosures, targeting, creative concepts, or other content that require legal review, substantiation, platform approval, third-party rights, customer approval, or other review before use.

You are solely responsible for reviewing, approving, editing, rejecting, verifying, and determining whether to use any Output, recommendation, campaign material, or campaign action generated, recommended, modified, or assisted by the Service. You must not rely on the Service as a substitute for your own judgment or for review by qualified legal, regulatory, advertising-compliance, financial, tax, creative, or other professional advisors.

Harvest does not guarantee that any Output, recommendation, campaign material, or campaign action generated, recommended, modified, or assisted by the Service is accurate, original, non-infringing, lawful, compliant with third-party platform policies, suitable for your business, suitable for any particular audience, or effective for any particular purpose.

You are solely responsible for ensuring that you have all rights, licenses, permissions, releases, consents, and approvals necessary to use any content, materials, assets, data, or information provided to or used with the Service, including, without limitation, product images, videos, music, fonts, logos, trademarks, brand assets, customer reviews, testimonials, influencer content, creator content, user-generated content, names, likenesses, voices, personas, and any other third-party materials.

5.1 Ownership of Outputs

As between you and Harvest, and conditioned upon your compliance with these Terms (including payment in full of all applicable fees), Harvest hereby assigns to you, to the extent Harvest owns or holds assignable rights therein, all right, title, and interest that Harvest may have in and to the specific creative assets, copy, headlines, descriptions, and images that the Service generates and delivers to you as final Outputs for use in your campaigns ("Customer Outputs"), excluding the Harvest Technology described below.

This assignment does not extend to, and Harvest (or its licensors) exclusively retains all right, title, and interest in and to, the Service and all underlying software, technology, algorithms, artificial intelligence systems, models, model weights, prompts, templates, workflows, interfaces, designs, databases, components, training data, methods, processes, and know-how used to operate the Service or to generate Outputs, together with all intellectual property rights therein and all improvements, modifications, and derivatives thereof ("Harvest Technology"). To the extent any Customer Output incorporates or is derived from Harvest Technology or other pre-existing, generally applicable, or reusable materials, Harvest grants you a non-exclusive, worldwide, royalty-free license to use those elements solely as incorporated in the Customer Output and solely for your advertising and internal business purposes, subject to these Terms.

You acknowledge that Outputs generated by artificial intelligence or automation may not be unique, may not be protectable by copyright or other intellectual property rights, and may be similar or identical to outputs generated, recommended, or delivered to other customers. Harvest assigns only such rights, if any, as Harvest actually holds, and makes no representation or warranty that any Customer Output is original, protectable, or non-infringing. Except for the assignment expressly stated in this Section 5.1, Harvest does not grant you any exclusive rights in any general ideas, concepts, strategies, formats, templates, recommendations, optimizations, reports, insights, or other Outputs, and Harvest may generate, recommend, or deliver similar or identical Outputs, campaign structures, strategies, optimizations, reports, or insights for itself and for other customers.

Nothing in this Section 5.1 limits the disclaimers in Section 21, your responsibilities under Sections 4 and 6, or your indemnity obligations under Section 22. Your approval, publication, submission, launch, or use of any Output or Customer Output constitutes your confirmation that you have reviewed and approved it and that you are responsible for its use, legality, compliance, accuracy, substantiation, and performance.

6. Data, Privacy, Tracking, and Customer Audiences

The Service may allow you to connect, provide, upload, transmit, access, analyze, or use data from advertising accounts, analytics tools, ecommerce platforms, payment processors, customer relationship management systems, customer data platforms, attribution tools, websites, apps, pixels, tags, server-side events, offline conversion sources, customer lists, audience tools, and other sources connected to or used with the Service.

6.1 Customer Data

As between you and Harvest, you are responsible for all data, content, information, and materials that you provide to, upload to, connect to, authorize Harvest to access, or otherwise make available through the Service, including, without limitation, customer data, audience data, conversion data, purchase data, revenue data, product data, campaign data, performance data, website data, app data, CRM data, email and SMS marketing data, analytics data, pixel data, server-side event data, offline event data, and any data obtained from or transmitted to a third-party service.

You represent and warrant that you have all rights, permissions, consents, notices, lawful bases, authorizations, and approvals necessary to provide such data to Harvest and to authorize Harvest to access, collect, receive, store, process, analyze, transmit, disclose, and use such data as necessary to provide the Service, including in connection with third-party advertising platforms and connected services.

6.2 Privacy and Data Protection Compliance

You are solely responsible for complying with all privacy, data protection, consumer protection, electronic communications, marketing, tracking, consent, and advertising laws and regulations that apply to your business, your data, your campaigns, your websites, your apps, your customers, and your use of the Service.

Without limiting the foregoing, you are solely responsible for providing all required notices, obtaining all required consents or permissions, honoring all required opt-outs and deletion requests, maintaining all required privacy policies and disclosures, and ensuring that your collection, use, sharing, tracking, targeting, audience creation, conversion measurement, and advertising practices comply with Applicable Law and third-party platform requirements.

Harvest does not determine whether your data collection, tracking, consent, audience, attribution, conversion, or advertising practices comply with Applicable Law or third-party platform requirements. Harvest does not provide legal, privacy, data protection, advertising-compliance, or platform-policy advice.

6.3 Tracking, Pixels, Tags, and Server-Side Events

You are solely responsible for the configuration, accuracy, legality, and compliance of any pixels, tags, SDKs, cookies, conversion APIs, server-side events, offline events, custom events, enhanced conversions, customer match tools, audience tools, tracking parameters, UTMs, data feeds, or similar technologies or data flows used in connection with the Service.

You acknowledge that tracking and attribution data may be delayed, incomplete, inaccurate, duplicated, blocked, modeled, estimated, sampled, restricted by user settings or browser technologies, affected by privacy laws or platform rules, or attributed differently across platforms and systems. Harvest does not guarantee the accuracy, completeness, availability, or reliability of any tracking, attribution, conversion, revenue, audience, or performance data.

6.4 Customer Lists and Audiences

If you provide, upload, connect, transmit, or authorize Harvest to use customer lists, audience data, hashed identifiers, email addresses, phone numbers, purchase history, CRM records, lookalike audiences, retargeting audiences, custom audiences, suppressed audiences, exclusion lists, or similar data, you represent and warrant that you have all rights, permissions, consents, notices, and lawful bases necessary to do so.

You are solely responsible for ensuring that all customer lists, audiences, targeting, exclusions, retargeting, lookalike modeling, suppression, segmentation, and related advertising activities comply with Applicable Law, your privacy policies, your customer commitments, and the terms and policies of all applicable third-party platforms.

Harvest is not responsible for determining whether any customer, prospect, visitor, lead, audience member, or other individual may lawfully be included in, excluded from, targeted by, retargeted by, modeled from, or suppressed from any campaign or audience.

6.5 Sensitive Data

You agree not to provide, upload, connect, transmit, or authorize Harvest to access any sensitive personal information or other regulated data unless expressly permitted by Harvest in writing and unless you have all rights, permissions, consents, notices, lawful bases, and safeguards required under Applicable Law and third-party platform policies.

Sensitive personal information may include, without limitation, government identifiers, financial account information, precise geolocation data, health information, biometric information, children's data, race or ethnic origin, political opinions, religious or philosophical beliefs, union membership, sex life or sexual orientation, criminal history, or any other information treated as sensitive, special, protected, or similarly regulated under Applicable Law.

Harvest may refuse, delete, restrict, suspend, or disable access to any data, account, integration, campaign, or use of the Service if Harvest believes, in its discretion, that such data or use may create legal, regulatory, platform-policy, privacy, security, reputational, operational, or other risk.

6.6 Use of Data to Provide and Improve the Service

You authorize Harvest to use data made available through the Service to provide, maintain, secure, support, analyze, develop, and improve the Service; to generate recommendations, forecasts, reports, optimizations, benchmarks, and other outputs; to troubleshoot, monitor, and prevent fraud, abuse, security incidents, and technical issues; and to perform other activities described in these Terms and Harvest's Privacy Policy.

Harvest may create, and may use for any lawful business purpose, aggregated, anonymized, or de-identified data derived from use of the Service, including for analytics, benchmarking, product improvement, model training and improvement, research, reporting, and development of new features, provided that such data does not identify you or any individual. Harvest will not use personal data that identifies you or any individual to train or improve generally available, cross-customer artificial intelligence or machine learning models except in de-identified or aggregated form or as otherwise permitted by the Privacy Policy, Section 13, or Applicable Law.

6.7 Data Accuracy and Backups

You are responsible for the accuracy, quality, legality, and completeness of all data you provide to or make available through the Service. Harvest is not responsible for errors, omissions, delays, inaccuracies, corruption, loss, or unavailability of data received from you, your systems, your users, or third-party services.

You are responsible for maintaining your own copies, records, exports, and backups of your data, campaign materials, reports, creative assets, approvals, and account information. Harvest does not guarantee that any data, report, output, recommendation, campaign material, or account history will remain available through the Service.

7. Prohibited Uses

You may use the Service only in compliance with these Terms, Applicable Law, third-party platform policies, and any documentation, instructions, limits, or requirements provided by Harvest. Except to the extent a restriction is prohibited by law, you agree not to do, attempt to do, or assist, permit, encourage, or enable any third party to do any of the following:

• use the Service to advertise, promote, sell, or facilitate any product, service, offer, claim, activity, or content that is illegal, deceptive, fraudulent, harmful, unsafe, misleading, infringing, or otherwise violates Applicable Law, third-party rights, or third-party platform policies;
• use the Service to create, submit, launch, manage, or optimize campaigns, ads, landing pages, audiences, tracking, or other materials that contain false, misleading, deceptive, unsupported, unsubstantiated, unfair, or unlawful claims;
• use the Service to advertise any product, service, or category for which you lack required licenses, registrations, certifications, approvals, disclosures, substantiation, permissions, age gates, or other legal, regulatory, industry, or platform-policy requirements;
• use the Service to create, submit, launch, manage, or optimize campaigns that violate laws or policies relating to discrimination, housing, employment, credit, insurance, financial services, healthcare, political advertising, election-related advertising, social-issue advertising, age-restricted products, children's privacy, consumer protection, privacy, data protection, intellectual property, endorsements, testimonials, or unfair or deceptive acts or practices;
• use the Service to engage in platform evasion, including, without limitation, cloaking, masking, circumventing ad review, resubmitting rejected ads without appropriate changes, bypassing account restrictions, evading advertiser verification, misrepresenting advertiser identity, using unauthorized accounts, creating duplicate or deceptive accounts, or otherwise attempting to avoid enforcement by any third-party advertising platform;
• use the Service to impersonate any person or entity, misrepresent your affiliation with any person or entity, falsely imply endorsement, sponsorship, certification, partnership, or approval, or create ads, landing pages, or campaign materials that mislead users about the source, nature, terms, or purpose of an offer;
• use the Service to create or distribute fake reviews, fake testimonials, fake endorsements, undisclosed sponsored content, misleading native advertising, unauthorized influencer content, unauthorized user-generated content, or any other content that misrepresents consumer experience, material connections, or the commercial nature of an advertisement;
• use the Service to upload, provide, use, or authorize Harvest to access any content, data, audience, customer list, creative asset, trademark, logo, image, video, music, name, likeness, voice, review, testimonial, or other material that you do not have the right to use for advertising or campaign-management purposes;
• use the Service to collect, upload, transmit, use, or disclose personal information, sensitive personal information, customer lists, audience data, tracking data, conversion data, or other data in violation of Applicable Law, your privacy policy, your customer commitments, third-party platform requirements, or any rights of any person;
• use the Service to target, retarget, exclude, suppress, segment, or create audiences in a manner that is unlawful, discriminatory, deceptive, unfair, noncompliant, or inconsistent with Applicable Law or third-party platform policies;
• use the Service to interfere with, disrupt, overload, damage, compromise, reverse engineer, bypass, scrape, crawl, monitor, or gain unauthorized access to the Service, Harvest systems, third-party services, other users' accounts, or any related networks, systems, data, or infrastructure;
• use the Service to transmit viruses, malware, malicious code, spam, phishing attempts, unauthorized solicitations, deceptive redirects, or other harmful, abusive, or unauthorized materials;
• use the Service to benchmark, copy, train, develop, improve, or support any competing product or service, or to access the Service for any purpose that is competitive with or harmful to Harvest;
• share, resell, sublicense, lease, make available, or provide access to the Service to any third party except as expressly permitted by Harvest;
• remove, obscure, or alter any proprietary notices, security measures, usage limits, approval flows, access controls, or technical safeguards in the Service;
• use the Service in any manner that could harm Harvest, other users, third-party platforms, connected services, consumers, or any other person, or that could expose Harvest to legal, regulatory, platform-policy, billing, technical, reputational, security, operational, or other risk.

You agree that any violation of this section constitutes a material breach of these Terms.

Harvest has no obligation to monitor your use of the Service, your campaigns, your connected accounts, your data, your ads, or your landing pages. However, Harvest may investigate, suspend, limit, disable, remove, or refuse any account, campaign, recommendation, output, integration, data, content, or use of the Service if Harvest believes, in its discretion, that it may violate these Terms, Applicable Law, third-party platform policies, third-party rights, or create legal, regulatory, platform-policy, billing, technical, reputational, security, operational, or other risk.

8. No Performance Guarantees; Reporting and Attribution

Harvest may provide recommendations, forecasts, reports, projections, benchmarks, pacing estimates, performance analyses, budget recommendations, campaign recommendations, creative recommendations, audience recommendations, and other insights relating to advertising, marketing, revenue, growth, and business performance.

You acknowledge that advertising performance is inherently uncertain and depends on many factors outside Harvest's control, including, without limitation, your products and services, pricing, offers, creative, landing pages, checkout experience, brand, market conditions, competition, seasonality, consumer demand, platform algorithms, platform policies, auction dynamics, tracking accuracy, attribution rules, data availability, budget levels, and actions or omissions by you, your users, third-party platforms, or other third parties.

Harvest does not guarantee any advertising, marketing, financial, operational, or business outcome. Without limitation, Harvest does not guarantee revenue, profit, return on ad spend, customer acquisition cost, lifetime value, payback period, conversion rate, click-through rate, cost per click, cost per acquisition, impressions, reach, leads, sales, subscriptions, retention, account health, platform approval, platform eligibility, campaign delivery, campaign performance, or any other result.

Any forecasts, projections, estimates, benchmarks, recommendations, reports, examples, case studies, screenshots, performance references, or other information made available through the Service or by Harvest are provided for informational and planning purposes only and are not guarantees, promises, warranties, or assurances of future performance.

8.1 Reporting and Attribution

The Service may display, calculate, summarize, or analyze data from third-party advertising platforms, analytics tools, ecommerce platforms, payment processors, customer relationship management systems, attribution tools, pixels, server-side events, offline conversion sources, and other connected services.

You acknowledge that reporting and attribution data may be delayed, incomplete, inaccurate, estimated, modeled, sampled, duplicated, inconsistent, or subject to retroactive changes. Different systems may report different results for the same or similar events, including impressions, clicks, conversions, purchases, revenue, return on ad spend, customer acquisition cost, lifetime value, attribution, payback period, and other performance metrics.

Harvest does not guarantee the accuracy, completeness, timeliness, availability, or reliability of any data, report, attribution model, forecast, recommendation, calculation, dashboard, export, insight, or output made available through the Service.

You are solely responsible for reviewing, verifying, interpreting, and deciding whether to rely on any data, report, recommendation, forecast, attribution model, calculation, dashboard, export, insight, or output. You should not make business, financial, legal, compliance, or advertising decisions based solely on the Service without your own review and judgment.

8.2 Campaign Decisions

You are solely responsible for all campaign decisions, including whether to approve, reject, pause, launch, modify, scale, reduce, or continue any campaign, ad, creative, audience, targeting, bid, budget, allocation, test, experiment, or recommendation.

Harvest may identify opportunities, risks, trends, anomalies, or recommendations, but Harvest does not guarantee that any recommendation will improve performance or prevent loss, overspend, underperformance, account issues, platform enforcement, or other negative outcomes.

You acknowledge that advertising campaigns may lose money, fail to generate expected results, be rejected or restricted by platforms, or perform worse after changes are made. You remain responsible for your use of the Service and for all decisions, approvals, spend, and outcomes relating to your campaigns.

9. Fees, Subscriptions, Cancellation, and Ad Spend

Certain portions of the Service may be provided for free, while other portions may require payment of fees. Fees payable to Harvest may include, without limitation, subscription fees, platform fees, usage-based fees, seat-based fees, implementation fees, support fees, onboarding fees, professional services fees, or other fees described in an order form, checkout page, invoice, pricing page, or other agreement between you and Harvest.

9.1 Harvest Fees

You agree to pay all fees and charges associated with your use of the Service in accordance with the pricing, billing terms, order form, invoice, checkout page, or other payment terms presented to or agreed by you. Unless otherwise expressly agreed in writing, all fees are due in advance, payment obligations are non-cancelable once incurred, and all fees paid are non-refundable.

Fees are exclusive of taxes, duties, levies, assessments, and similar governmental charges, including, without limitation, sales, use, value-added, goods and services, withholding, and similar taxes. You are responsible for all taxes associated with your purchases, other than taxes based on Harvest's net income.

Harvest may change its fees, pricing, plans, features, or billing terms from time to time. Any changes will apply as described at the time of purchase, renewal, or notice, or as otherwise permitted under these Terms.

9.2 Subscriptions and Renewals

If you purchase the Service on a subscription basis, your subscription will continue for the applicable subscription term and will automatically renew for successive terms unless canceled in accordance with these Terms, the applicable order form, or the cancellation process made available by Harvest.

By purchasing a subscription, you authorize Harvest and its payment processors to charge your payment method for all applicable fees, taxes, and other charges on a recurring basis until your subscription is canceled, suspended, or terminated.

If your payment method fails, your account information is inaccurate, or your payment is overdue, Harvest may suspend, limit, or terminate your access to the Service, downgrade your account, disable features, pause support, or take other actions permitted by these Terms.

9.3 Cancellation

You may cancel your subscription using the cancellation functionality made available through the Service or by contacting Harvest as specified by Harvest. Unless otherwise required by Applicable Law or expressly agreed in writing, cancellation will take effect at the end of the then-current billing period, and you will not receive a refund, credit, or prorated refund for any unused portion of the Service.

Cancellation of the Service does not automatically pause, cancel, reduce, or modify any campaigns, budgets, ads, billing, subscriptions, charges, pixels, tags, automations, integrations, or other activity within any third-party advertising platform or connected service. You are solely responsible for managing, pausing, modifying, or terminating activity directly within your third-party advertising platforms and connected services.

9.4 Ad Spend

Harvest fees are separate from advertising spend. Unless otherwise expressly agreed in writing, all advertising spend is paid directly by you to the applicable third-party advertising platform or service and is governed by your agreement with that third-party platform or service.

Harvest does not provide, advance, finance, guarantee, collect, process, refund, credit, reconcile, or control advertising spend unless expressly agreed in writing. Harvest is not responsible for any advertising spend, platform charges, taxes, fees, billing errors, overdelivery, delayed reporting, currency conversion, failed payments, refunds, credits, chargebacks, payment-method issues, account credits, account suspensions, or other billing matters between you and any third-party advertising platform or connected service.

You remain responsible for all advertising spend and other amounts incurred through your advertising accounts, including spend resulting from campaigns, settings, recommendations, workflows, automations, approvals, permissions, or actions approved, authorized, configured, requested, enabled, or not timely disputed by you or your authorized users.

9.5 No Refunds Based on Campaign Performance or Platform Action

Unless otherwise required by Applicable Law or expressly agreed in writing, Harvest does not provide refunds, credits, or fee reductions based on campaign performance, advertising results, account suspension, ad rejection, platform policy enforcement, reporting discrepancies, attribution changes, third-party platform downtime, disconnected integrations, unavailable data, customer configuration errors, customer-requested changes, or your failure to use the Service.

You acknowledge that fees paid to Harvest are for access to and use of the Service, and not for any guaranteed advertising, marketing, financial, or business outcome.

9.6 Payment Processors

Harvest may use third-party payment processors to process payments. By providing a payment method, you authorize Harvest and its payment processors to charge the payment method for all fees, taxes, and other amounts due. You represent and warrant that all payment information you provide is accurate, complete, and current, and that you are authorized to use the payment method provided.

Harvest is not responsible for any acts, omissions, errors, security incidents, or payment processing issues caused by third-party payment processors, banks, card networks, payment methods, or other third-party financial service providers.

9.7 Invoices and Disputes

If Harvest invoices you, you agree to pay all undisputed amounts by the due date stated on the invoice. If you dispute an invoice, you must notify Harvest in writing before the payment due date and provide a reasonably detailed explanation of the dispute. You remain responsible for paying all undisputed amounts when due.

Harvest may suspend, limit, or terminate access to the Service for overdue amounts, failed payments, chargebacks, suspected fraud, payment disputes, or other billing issues.

9.8 Automatic Renewal Disclosures

This Section 9.8 applies where you purchase a subscription that automatically renews, and is intended to comply with automatic-renewal laws, including the California Automatic Renewal Law and similar laws in other jurisdictions.

(a) Clear and conspicuous disclosure. Before you complete your purchase, Harvest will present, in a clear and conspicuous manner, the automatic-renewal nature of the subscription, the length of the renewal term, the recurring charge amount (or a clear description of how the recurring charge is determined), and the method by which you may cancel.

(b) Affirmative consent. By completing your purchase, you provide affirmative consent to the automatic renewal of your subscription and to recurring charges to your payment method until you cancel.

(c) Acknowledgment. Harvest will provide an acknowledgment that includes the automatic-renewal terms, the cancellation policy, and information on how to cancel, in a manner you can retain.

(d) Easy cancellation. You may cancel the automatic renewal at any time, before renewal, through the online cancellation method made available in the Service, without undue effort. Cancellation will take effect at the end of the then-current billing period unless otherwise required by Applicable Law.

(e) Reminder notices. Where required by Applicable Law, Harvest will send renewal-reminder notices before a renewal term begins, including for subscriptions with terms of a duration that triggers such notice requirements.

In the event of a conflict between this Section 9.8 and the requirements of Applicable Law governing automatic renewals, the requirements of Applicable Law control.

10. Customer Content; License to Harvest

10.1 Customer Content

The Service may allow you to submit, upload, connect, transmit, display, provide, generate, or otherwise make available data, content, creative assets, campaign materials, product information, customer information, audience information, account information, inputs, instructions, approvals, and other materials or information ("Customer Content").

As between you and Harvest, you retain ownership of your Customer Content, subject to the rights and licenses granted in these Terms.

You represent and warrant that you have all rights, licenses, permissions, consents, approvals, lawful bases, and authority necessary to provide Customer Content to Harvest and to grant Harvest the rights described in these Terms.

10.2 License to Customer Content

You grant Harvest a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to access, use, host, store, copy, process, reproduce, modify, adapt, translate, transmit, display, disclose, distribute, create derivative works from, and otherwise use Customer Content as reasonably necessary to provide, maintain, secure, support, improve, and develop the Service; to generate outputs, recommendations, reports, forecasts, optimizations, and campaign materials; to submit approved or authorized actions to Third-Party Services; to comply with Applicable Law; and as otherwise described in these Terms and Harvest's Privacy Policy. To the extent Customer Content includes personal data, Harvest's use is further governed by Section 13.

This license continues for as long as necessary to provide the Service, comply with legal obligations, resolve disputes, enforce agreements, maintain business records, prevent fraud or abuse, preserve security, and as otherwise permitted by these Terms.

10.3 Responsibility for Customer Content

Harvest is not responsible for Customer Content. You are solely responsible for Customer Content and the consequences of providing, using, approving, publishing, submitting, or authorizing Harvest to use Customer Content.

Harvest may remove, restrict, refuse, or disable access to any Customer Content if Harvest believes, in its discretion, that such Customer Content may violate these Terms, Applicable Law, third-party platform policies, third-party rights, or create legal, regulatory, platform-policy, privacy, security, reputational, operational, or other risk.

11. Harvest Intellectual Property; Feedback; Usage Data

11.1 Harvest Intellectual Property

You acknowledge and agree that the Service, including all software, technology, algorithms, artificial intelligence systems, models, prompts, workflows, interfaces, designs, templates, databases, documentation, processes, methods, analytics, know-how, and all intellectual property rights therein, are owned by Harvest or its licensors.

Except for the limited rights expressly granted in these Terms (including the assignment in Section 5.1), nothing in these Terms grants you any right, title, or interest in or to the Service or Harvest's intellectual property.

You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, attempt to derive source code from, or create derivative works of the Service except as expressly permitted by Harvest or Applicable Law.

11.2 Feedback

If you provide Harvest with ideas, suggestions, requests, comments, improvements, or other feedback regarding the Service ("Feedback"), you agree that Harvest may use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction or compensation to you.

You acknowledge that Feedback is provided voluntarily and does not create any confidentiality, fiduciary, or other obligation for Harvest.

11.3 Usage Data

Harvest may collect, generate, derive, use, and analyze diagnostic, technical, performance, usage, telemetry, analytics, and related information regarding the operation, use, performance, and improvement of the Service ("Usage Data").

Harvest may use Usage Data for lawful business purposes, including providing, maintaining, securing, supporting, analyzing, improving, and developing the Service; monitoring usage; preventing fraud or abuse; troubleshooting; creating benchmarks; developing new features; and generating aggregated, anonymized, or de-identified insights.

To the extent any ownership rights in Usage Data vest in you, you assign to Harvest all right, title, and interest in and to such Usage Data, provided that Harvest will not disclose Usage Data in a manner that identifies you or any individual except as permitted by these Terms, the Privacy Policy, or Applicable Law.

12. Confidentiality

12.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other party that is marked or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information may include non-public business data, advertising data, revenue data, customer data, campaign performance data, product plans, pricing, and strategy. Harvest's Confidential Information includes the Service, non-public product information, technology, documentation, pricing, security information, and business information.

Confidential Information does not include information that the receiving party can show: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party without confidentiality obligations before disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

12.2 Protection and Use

Each party agrees to use the other party's Confidential Information only as necessary to perform or exercise rights under these Terms and to protect the other party's Confidential Information using reasonable care.

The receiving party may disclose Confidential Information to its employees, contractors, advisors, service providers, affiliates, and representatives who need to know the information and are subject to confidentiality obligations at least as protective as those in these Terms.

12.3 Required Disclosures

The receiving party may disclose Confidential Information if required by Applicable Law, subpoena, court order, or governmental request, provided that, unless prohibited by law, the receiving party gives the disclosing party reasonable notice and cooperates with reasonable efforts to limit disclosure.

13. Privacy Policy; Data Processing Terms; International Transfers

13.1 Privacy Policy

Harvest's collection, use, and disclosure of personal information is described in Harvest's Privacy Policy. By using the Service, you acknowledge that personal information will be collected, used, and disclosed as described in the Privacy Policy.

13.2 Roles of the Parties; Service Provider and Processor Status

To the extent Harvest processes personal data on your behalf in providing the Service, you are the "controller" or "business" and Harvest acts as your "processor" or "service provider" (as those or similar terms are defined under Applicable Law) and processes such personal data only on your documented instructions, which include these Terms, any applicable order form, and your configuration and use of the Service.

You are solely responsible for the lawfulness of the personal data you provide or make available and for your processing instructions, including providing all required notices and obtaining all required consents and lawful bases. Harvest will process personal data made available through the Service only to provide, secure, support, and improve the Service as permitted by these Terms and Applicable Law. Harvest will not (a) "sell" or "share" such personal data (as those terms are defined under U.S. state privacy laws); (b) retain, use, or disclose such personal data outside the direct business relationship between you and Harvest or for any purpose other than the business purposes specified in these Terms; or (c) combine such personal data with personal data Harvest receives from other sources, except in each case as permitted by Applicable Law. Harvest certifies that it understands and will comply with the restrictions in this Section 13.2. Harvest may de-identify, aggregate, and anonymize data and use such data as permitted by Section 6 and Applicable Law.

13.3 Data Processing Terms; No Separate Agreement Required

The data processing terms in this Section 13 govern Harvest's processing of personal data on your behalf and are intended to satisfy the contractual requirements applicable to service providers and processors under Applicable Law, including the California Consumer Privacy Act (as amended by the California Privacy Rights Act) and other U.S. state privacy laws and, to the extent applicable, Article 28 of the EU and UK General Data Protection Regulation. The parties are not required to execute any separate data processing agreement for these terms to apply.

You provide Harvest with general authorization to engage its affiliates and third-party sub-processors to process personal data in connection with providing the Service, provided that Harvest imposes on each sub-processor data-protection obligations that are materially consistent with this Section 13 and remains responsible for each sub-processor's performance. Harvest will make available a means by which you may learn of its current sub-processors and will provide a mechanism for notice of material changes to its sub-processors.

If Harvest later makes a separate data processing addendum ("DPA") available, or if the parties execute a DPA, that DPA will supplement and, to the extent of any conflict regarding its subject matter, control over this Section 13. Enterprise customers may request a signed DPA or negotiated data-protection terms by separate written agreement signed by Harvest.

13.4 International Data Transfers

The Service is operated from, and personal data may be processed and stored in, the United States and other countries. You are solely responsible for ensuring that you have a lawful basis and a valid data-transfer mechanism for making personal data available to Harvest and to your connected Third-Party Services, including any transfer mechanism required for transfers initiated by you or by your connected Third-Party Services (for example, transfers to advertising platforms, analytics providers, or other connected services).

Where personal data made available to Harvest is subject to the laws of the European Economic Area, the United Kingdom, or Switzerland and a transfer to Harvest requires the Standard Contractual Clauses (together with the UK International Data Transfer Addendum and any Swiss amendments, as applicable) or another approved transfer mechanism, Harvest will, upon your written request, enter into the applicable Standard Contractual Clauses or other appropriate mechanism with you, with Harvest acting as data importer. Until such mechanism is executed and in effect, you are responsible for ensuring that any transfer of such personal data to Harvest is lawful, or for not transferring such personal data to the Service. Harvest is not responsible for any transfer of personal data to, by, or among the Third-Party Services you connect or authorize.

13.5 Your Data Protection Responsibilities

If Applicable Law requires a specific data processing agreement, standard contractual clauses, or similar arrangement before you may provide personal data to the Service, you are responsible for requesting it from Harvest and for not providing such personal data until any required arrangement is in place. Harvest may decline, restrict, or suspend the processing of any personal data that, in Harvest's discretion, may create legal, regulatory, privacy, security, or other risk.

13.6 Liability for Data Processing

To the maximum extent permitted by Applicable Law, any and all liability arising out of or relating to this Section 13, any DPA, or the processing of personal data is subject to the disclaimers, exclusions, and limitations of liability in these Terms, including Section 21 (Disclaimers) and Section 23 (Limitation of Liability and Time Limitation on Claims), and the limitations of liability in these Terms apply in the aggregate to all such claims combined.

14. Security

Harvest uses commercially reasonable administrative, technical, and organizational measures designed to protect the Service. However, no system, network, transmission, storage system, or security measure is completely secure.

You acknowledge that you provide and connect data, accounts, systems, and Third-Party Services at your own risk. Harvest does not guarantee that unauthorized third parties will never be able to defeat security measures or access, use, alter, or disclose information.

You are responsible for maintaining appropriate security controls for your own systems, accounts, connected services, credentials, users, permissions, devices, networks, and data.

14.1 Customer Insurance

You are responsible for maintaining insurance appropriate to your business and your use of the Service. Additional insurance requirements (for example, specified commercial general liability, professional liability, media or advertising liability, or cyber or privacy coverage, and delivery of certificates of insurance) may apply to enterprise or higher-volume customers and, where applicable, will be set out in an order form or enterprise agreement. Any insurance obligations do not limit your liability or indemnity obligations under these Terms.

15. Beta Features; Experimental Features; Future Automation

Harvest may make available beta, pilot, preview, experimental, early-access, or limited-release features, including features that use artificial intelligence, automation, or new integrations ("Beta Features").

Beta Features may be incomplete, inaccurate, unstable, unavailable, discontinued, changed, or subject to additional terms. Harvest may modify, suspend, or discontinue Beta Features at any time without liability.

You use Beta Features at your own risk. Harvest does not make any warranty or commitment regarding Beta Features, including that they will function as intended, become generally available, remain available, or produce any particular result.

If you enable any automation, workflow, autonomous action, recommendation engine, or similar feature, you are responsible for configuring, reviewing, monitoring, approving, and maintaining appropriate controls for that feature and for all resulting actions, subject to these Terms.

16. Publicity

Unless otherwise agreed in writing, Harvest may identify you as a customer and may use your name, logo, and trademarks in customer lists, websites, presentations, marketing materials, and sales materials.

Harvest will not issue a press release or publish a detailed case study about you without your prior consent.

You may opt out of logo use by sending written notice to Harvest at [email protected]. Harvest will use commercially reasonable efforts to remove your name and logo from new marketing materials within a reasonable time after receiving your opt-out request, but Harvest will not be required to recall, remove, or destroy materials already published, distributed, or produced.

17. Changes to the Service; Suspension and Termination

17.1 Changes to the Service

Harvest may modify, update, suspend, discontinue, replace, limit, or remove any part of the Service at any time, with or without notice, including features, functionality, integrations, pricing, usage limits, workflows, recommendations, reports, and support.

Harvest is not liable for any modification, suspension, discontinuation, or unavailability of the Service or any part of the Service.

17.2 Suspension

Harvest may suspend, limit, disable, or restrict your access to the Service, in whole or in part, at any time if Harvest believes, in its discretion, that:

• you have violated these Terms;
• your use of the Service creates legal, regulatory, platform-policy, privacy, security, billing, technical, reputational, operational, or other risk;
• your payment is overdue, declined, disputed, reversed, or subject to suspected fraud;
• your account, credentials, connected accounts, or integrations may have been compromised;
• your campaigns, products, claims, data, landing pages, targeting, or use of the Service may violate Applicable Law, third-party platform policies, third-party rights, or customer commitments;
• suspension is required by a Third-Party Service, law enforcement, governmental authority, court order, or Applicable Law;
• continued access could harm Harvest, other users, third-party platforms, connected services, consumers, or any other person.

Suspension may include disabling account access, disabling features, disabling approvals, disconnecting integrations, pausing support, restricting data access, or taking other actions Harvest determines appropriate.

Harvest has no obligation to suspend or intervene in any account, campaign, workflow, integration, or activity and will not be liable for failing to do so.

17.3 Termination by You

You may terminate your account or stop using the Service at any time, subject to any payment obligations, subscription terms, order forms, cancellation requirements, or other obligations that survive termination.

Termination of your Harvest account does not automatically pause, cancel, reduce, or modify campaigns, budgets, ads, billing, subscriptions, charges, pixels, tags, automations, integrations, or other activity within any third-party advertising platform or connected service. You are solely responsible for managing, pausing, modifying, or terminating activity directly within your Third-Party Services.

17.4 Termination by Harvest

Harvest may terminate these Terms, your account, or your access to the Service at any time if Harvest believes you have violated these Terms or if Harvest determines that continued provision of the Service is no longer commercially, legally, technically, or operationally practicable.

Harvest may also terminate or discontinue free accounts, inactive accounts, beta accounts, or trial access at any time.

17.5 Effect of Termination

Upon termination, your right to access and use the Service will cease. Harvest may disable your account, restrict access to the Service, and delete or retain data in accordance with these Terms, the Privacy Policy, Applicable Law, and Harvest's internal retention practices.

Termination does not relieve you of payment obligations incurred before termination. Any provision of these Terms that by its nature should survive termination or expiration will survive, including, without limitation, Section 1.3 (account responsibility), Section 4 (customer responsibility and compliance representations), Section 5 (AI Outputs, including the assignment and reservations in Section 5.1), Section 6 (data representations and use), Section 9 (fees and payment obligations), Section 10 (Customer Content and license), Section 11 (Harvest Intellectual Property; Feedback; Usage Data), Section 12 (Confidentiality), Section 13 (Privacy; Data Processing; International Transfers), Section 18 (Data Export, Retention, and Deletion), Section 20 (No Professional Advice), Section 21 (Disclaimers), Section 22 (Indemnity), Section 23 (Limitation of Liability and Time Limitation on Claims), Section 24 (Export Controls; Sanctions), Section 27 (Governing Law; Dispute Resolution), and Section 29 (General Provisions).

18. Data Export, Retention, and Deletion

The Service may allow you to export certain data, reports, or materials, but Harvest does not guarantee that all data, outputs, recommendations, reports, campaign materials, account history, approvals, logs, or other information will be exportable or available at all times.

You are responsible for exporting or backing up any data or materials you wish to retain before canceling or terminating your account.

After termination, cancellation, expiration, or disconnection of a Third-Party Service, Harvest may delete, retain, restrict, anonymize, de-identify, or aggregate data in accordance with the Privacy Policy, Section 13, Applicable Law, and Harvest's internal retention practices.

Harvest may retain data as necessary to comply with legal obligations, resolve disputes, enforce agreements, prevent fraud or abuse, maintain security, maintain backups, preserve business records, support audits, operate the Service, and use aggregated, anonymized, or de-identified data as permitted by these Terms.

Deletion or disconnection of data from Harvest does not delete data from any Third-Party Service. You are solely responsible for managing data within your Third-Party Services.

19. Intellectual Property Complaints

Harvest respects intellectual property rights. If you believe that content available through the Service infringes your copyright or other intellectual property rights, you may report it to Harvest at [email protected]. To help Harvest evaluate your report, please include: identification of the work claimed to have been infringed; identification of the material claimed to be infringing and information reasonably sufficient to permit Harvest to locate it; your contact information; a statement that you have a good faith belief that the use is not authorized by the rights holder, its agent, or law; and a statement that the information in your report is accurate.

Harvest may remove or disable access to allegedly infringing material and may terminate accounts of repeat infringers in appropriate circumstances.

20. No Professional Advice

The Service may provide information, recommendations, reports, forecasts, analyses, or outputs relating to advertising, marketing, business, finance, legal, regulatory, tax, privacy, data protection, platform policy, or other topics.

Such information is provided for informational purposes only and does not constitute legal, regulatory, tax, financial, advertising-compliance, platform-policy, or other professional advice.

You should consult qualified professionals before making decisions that may have legal, regulatory, financial, tax, compliance, or other material consequences.

21. Disclaimers; No Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HARVEST DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, HARVEST DOES NOT WARRANT THAT:

• THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, AVAILABLE, SECURE, ERROR-FREE, OR UNINTERRUPTED;
• ANY DEFECTS OR ERRORS WILL BE CORRECTED;
• THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• ANY OUTPUT, RECOMMENDATION, REPORT, FORECAST, CREATIVE, COPY, CAMPAIGN, TARGETING, BUDGET, OR OPTIMIZATION WILL BE ACCURATE, LAWFUL, COMPLIANT, ORIGINAL, NON-INFRINGING, OR EFFECTIVE;
• ANY CAMPAIGN WILL BE APPROVED, DELIVERED, PROFITABLE, OR SUCCESSFUL;
• ANY ADVERTISING ACCOUNT WILL REMAIN ACTIVE, ELIGIBLE, HEALTHY, OR UNSUSPENDED;
• ANY THIRD-PARTY SERVICE WILL REMAIN AVAILABLE, COMPATIBLE, OR FUNCTIONAL;
• ANY REPORTING, TRACKING, ATTRIBUTION, REVENUE, CONVERSION, CUSTOMER, AUDIENCE, OR PERFORMANCE DATA WILL BE ACCURATE, COMPLETE, TIMELY, OR RELIABLE;
• THE SERVICE WILL PREVENT LOSS, OVERSPEND, UNDERPERFORMANCE, PLATFORM ENFORCEMENT, ACCOUNT SUSPENSION, DATA LOSS, SECURITY INCIDENTS, OR OTHER HARM.

HARVEST DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, THIRD-PARTY PLATFORMS, THIRD-PARTY DATA, THIRD-PARTY CONTENT, THIRD-PARTY BILLING, THIRD-PARTY POLICIES, OR THIRD-PARTY ACTIONS OR OMISSIONS.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

22. Indemnity

You agree to defend, indemnify, and hold harmless Harvest, its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, suppliers, and representatives from and against any and all claims, demands, actions, proceedings, investigations, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your access to or use of the Service;
• your Customer Content;
• your products or services;
• your campaigns, ads, creative, copy, claims, offers, landing pages, websites, apps, checkout flows, disclosures, testimonials, endorsements, reviews, targeting, audiences, customer data, tracking, or advertising practices;
• any campaign, budget, setting, workflow, approval, instruction, recommendation, output, or action approved, authorized, configured, requested, enabled, or not timely disputed by you or your authorized users;
• your advertising spend, platform charges, billing disputes, taxes, refunds, credits, chargebacks, or payment issues with Third-Party Services;
• your violation of these Terms;
• your violation of Applicable Law, third-party platform policies, industry rules, self-regulatory guidelines, or third-party rights;
• your alleged or actual infringement, misappropriation, or violation of intellectual property, privacy, publicity, contractual, consumer protection, advertising, data protection, or other rights;
• your failure to obtain or maintain required rights, licenses, consents, notices, permissions, approvals, substantiation, disclosures, certifications, registrations, or lawful bases;
• your use of regulated or sensitive products, services, industries, audiences, data, or campaigns;
• unauthorized access to or use of your account, credentials, connected accounts, permissions, integrations, or authorized users;
• any dispute between you and any Third-Party Service, customer, consumer, end user, advertiser, agency, contractor, influencer, creator, platform, regulator, or other third party.

Harvest reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with Harvest's defense of such claims. You may not settle any claim without Harvest's prior written consent if the settlement imposes any obligation on Harvest, admits fault by Harvest, or does not fully release Harvest.

23. Limitation of Liability; Time Limitation on Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HARVEST OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUPPLIERS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST BUSINESS, LOST OPPORTUNITY, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, WASTED AD SPEND, PLATFORM CHARGES, ACCOUNT SUSPENSION, CAMPAIGN UNDERPERFORMANCE, AD REJECTION, OR COST OF SUBSTITUTE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF HARVEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HARVEST WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES, OR OTHER CONSEQUENCES ARISING OUT OF OR RELATING TO:

• THIRD-PARTY SERVICES;
• ADVERTISING SPEND OR PLATFORM CHARGES;
• CAMPAIGN PERFORMANCE OR BUSINESS OUTCOMES;
• AD REJECTION, ACCOUNT SUSPENSION, PLATFORM ENFORCEMENT, OR PLATFORM POLICY CHANGES;
• REPORTING, TRACKING, ATTRIBUTION, DATA, OR ANALYTICS ERRORS;
• AI OUTPUTS, RECOMMENDATIONS, FORECASTS, CREATIVE, COPY, OR CAMPAIGN MATERIALS;
• CUSTOMER CONTENT;
• CUSTOMER APPROVALS, SETTINGS, PERMISSIONS, CONFIGURATIONS, CREDENTIALS, OR INSTRUCTIONS;
• UNAUTHORIZED, ERRONEOUS, UNEXPECTED, DELAYED, FAILED, OR AUTOMATED CAMPAIGN ACTIONS;
• UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT, CONNECTED ACCOUNTS, CREDENTIALS, OR AUTHORIZED USERS;
• YOUR FAILURE TO MONITOR YOUR CAMPAIGNS, SPEND, BILLING, CONNECTED ACCOUNTS, OR PLATFORM SETTINGS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HARVEST'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO HARVEST FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000).

FOR CLARITY, AMOUNTS PAID BY YOU TO THIRD-PARTY ADVERTISING PLATFORMS OR OTHER THIRD-PARTY SERVICES, INCLUDING ADVERTISING SPEND, PLATFORM FEES, TAXES, AND THIRD-PARTY CHARGES, WILL NOT BE INCLUDED IN CALCULATING HARVEST'S LIABILITY CAP.

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

23.1 Time Limitation on Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE FILED OR COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION FIRST ACCRUED; OTHERWISE, THAT CLAIM OR CAUSE OF ACTION IS PERMANENTLY AND IRREVOCABLY BARRED. WHERE APPLICABLE LAW DOES NOT PERMIT A CLAIM TO BE BARRED WITHIN ONE (1) YEAR, THE SHORTEST LIMITATIONS PERIOD PERMITTED BY APPLICABLE LAW WILL APPLY. THIS SECTION DOES NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY OR LIMITATIONS ON THE TIME TO BRING A CLAIM, SO SOME LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

24. Export Controls; Sanctions

You may not use, export, re-export, import, sell, release, or transfer the Service except as authorized by Applicable Law, including U.S. export control and sanctions laws.

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not listed on any restricted-party list maintained by the U.S. government or other applicable authority.

You may not use the Service for any purpose prohibited by export control or sanctions laws.

25. Order Forms; Additional Terms

Your use of the Service may be subject to an order form, statement of work, enterprise agreement, data processing agreement, service-specific terms, or other written agreement between you and Harvest.

If there is a conflict between these Terms and an order form or other written agreement signed by authorized representatives of both parties, the signed agreement will control solely with respect to the subject matter of that conflict.

Any purchase order or other document issued by you will be for administrative convenience only and will not modify these Terms unless expressly agreed in writing by Harvest.

26. Government Use

If the Service is used by or on behalf of the U.S. Government, the Service is commercial computer software and commercial computer software documentation developed exclusively at private expense. The government's rights in the Service are limited to those rights expressly granted in these Terms.

27. Governing Law; Dispute Resolution

27.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement below.

27.2 Informal Resolution

Before filing a claim, you agree to first contact Harvest at [email protected] and attempt to resolve the dispute informally. Harvest will also attempt to resolve disputes informally before filing a claim.

If the dispute is not resolved within sixty (60) days after the first written notice of dispute, either party may proceed as described below.

27.3 Arbitration

Except for claims that may be brought in small claims court and claims seeking injunctive or equitable relief for intellectual property, data security, confidentiality, or unauthorized use of the Service, you and Harvest agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and Harvest will be resolved by binding arbitration.

The arbitration will be administered by the American Arbitration Association ("AAA") under its applicable rules, including, where applicable, the AAA Commercial Arbitration Rules and any AAA mass- or multiple-arbitration or consolidated-filing supplementary rules or protocols. The arbitration will be conducted in New Castle County, Delaware, unless the parties agree otherwise or the arbitration provider permits remote proceedings.

The arbitrator will have exclusive authority to resolve all disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable; provided, however, that any dispute regarding the enforceability, application, or interpretation of the Class Action and Jury Trial Waiver in Section 27.4 will be decided by a court and not an arbitrator.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

27.4 Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND HARVEST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION OR PROCEEDING.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND HARVEST WAIVE ANY RIGHT TO A JURY TRIAL.

Unless both parties agree otherwise, and except as expressly provided in the coordinated/mass-arbitration procedure in Section 27.7, the arbitrator may not consolidate more than one person's claims and may not preside over any class, collective, representative, private attorney general, or consolidated proceeding.

27.5 Injunctive Relief

Nothing in these Terms prevents Harvest from seeking injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, violation of intellectual property rights, breach of confidentiality, data security incidents, unauthorized access to or use of the Service, or other irreparable harm.

27.6 Forum Selection for Court Proceedings

For any claim, dispute, or proceeding that is not subject to arbitration (including claims within the carve-outs in Section 27.3, claims brought if the arbitration agreement is found unenforceable or inapplicable, and applications to compel arbitration or enforce an award), you and Harvest agree that the state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction and venue. Each party irrevocably consents to the personal jurisdiction of those courts and waives any objection to venue in those courts, including any objection based on inconvenient forum. This Section 27.6 does not limit Harvest's right to seek injunctive or equitable relief in any court of competent jurisdiction under Section 27.5.

27.7 Coordinated and Mass Arbitration

If twenty-five (25) or more demands for arbitration of a similar nature are asserted against Harvest by or with the assistance, coordination, or involvement of the same or coordinated counsel, organizations, or entities, you and Harvest agree that the following batching procedure applies and is intended to promote the efficient and fair resolution of such demands:

(a) The demands will be administered in sequential batches of no more than fifty (50) claimants per batch.

(b) For the first batch, the parties will select a single arbitrator who will preside over a number of bellwether arbitrations (up to ten (10)), with each party selecting an equal number of demands to proceed as bellwether cases. The remaining demands in that batch and all subsequent batches will be stayed, and the applicable statute of limitations and any contractual limitations period (including Section 23.1) will be tolled, pending completion of the bellwether arbitrations.

(c) After the bellwether arbitrations conclude, the parties will engage in a single, global mediation of the remaining demands, and will use good-faith efforts to resolve those demands using the results of the bellwether arbitrations as guidance. Only if the global mediation does not resolve the remaining demands may those demands proceed, in further sequential batches of up to fifty (50), under this same procedure.

(d) Arbitration-provider and arbitrator fees associated with batched proceedings will be assessed, staged, and allocated consistent with this batching structure and the provider's mass-arbitration, multiple-arbitration, or consolidated-filing protocols, rather than as a separate full filing fee for each individual demand at the outset. A court or the arbitrator may issue any orders necessary or appropriate to implement and enforce this Section 27.7.

(e) This Section 27.7 is intended to be enforced to avoid the simultaneous assessment of large volumes of individual filing fees and to enable orderly resolution. If this Section 27.7 is found unenforceable in a given case or set of cases, the Class Action and Jury Trial Waiver in Section 27.4 will remain in full force and effect, and the affected demands will proceed in court subject to that waiver and to Section 27.6.

27.8 Right to Opt Out of Arbitration

You may opt out of the arbitration agreement and related provisions in Sections 27.3, 27.7, and the class-action portion of Section 27.4 by sending written notice to [email protected] within thirty (30) days after you first accept these Terms. Your notice must include your name, your account or organization name, and a clear statement that you wish to opt out of arbitration. If you opt out within this period, Sections 27.3 and 27.7 will not apply to you; however, Section 27.6 (Forum Selection), the jury-trial waiver in Section 27.4, and all other provisions of these Terms will continue to apply. If you do not opt out within the thirty (30)-day period, you will be bound by the arbitration agreement. Opting out of arbitration has no other effect on your relationship with Harvest.

28. Changes to These Terms

Harvest may modify these Terms from time to time. If Harvest makes material changes, Harvest will provide notice by updating the "Last Modified" date, posting notice through the Service, sending email notice, or using another reasonable method.

Your continued use of the Service after updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

29. General Provisions

29.1 Assignment

You may not assign or transfer these Terms, or any rights or obligations under these Terms, without Harvest's prior written consent. Any attempted assignment in violation of this section is void.

Harvest may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, reorganization, sale of assets, financing, corporate transaction, or by operation of law.

29.2 Force Majeure

Harvest will not be liable for any delay, failure, loss, or damage caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, power outages, cyberattacks, security incidents, government actions, changes in law, platform outages, API failures, third-party service failures, or other events beyond Harvest's reasonable control.

29.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions will remain in full force and effect.

29.4 No Waiver

Harvest's failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by Harvest.

29.5 Entire Agreement

These Terms, together with any applicable order form, Privacy Policy, data processing agreement, and additional terms expressly incorporated by reference, constitute the entire agreement between you and Harvest regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications regarding the Service.

29.6 Relationship of the Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, employment, franchise, or other relationship between you and Harvest.

Except as expressly stated in these Terms, neither party has authority to bind the other.

29.7 Notices

Harvest may provide notices to you through the Service, by email, by posting on its website, or by other reasonable means. Notices to Harvest must be sent to [email protected] and, if required, to Harvest's mailing address listed below.

29.8 Third-Party Beneficiaries

Except as expressly set forth in this Section 29.8, there are no third-party beneficiaries to these Terms, and no third party has any right to enforce any provision of these Terms. Harvest's affiliates and the other persons and entities identified as indemnified, released, or protected parties under these Terms (including Harvest's officers, directors, employees, contractors, agents, licensors, service providers, suppliers, and representatives) are intended third-party beneficiaries of the disclaimers (Section 21), indemnities (Section 22), limitations of liability and time limitation on claims (Section 23), and releases in these Terms, and may enforce those provisions directly against you.

29.9 Contact

If you have questions about these Terms, please contact Harvest at:

Daylight Labs Inc 3131 McKinney Ave STE 502 PMB 75291, Dallas, Texas 75204-2426 [email protected]