Software Terms and Conditions for "Harvest" - Cannabis Marketplace for Brands and Retailers

Last updated as of May 2024

This Subscription Agreement (the “Agreement”) governs your use of the Sites and Services offered by Harvest and its Affiliates (collectively, “Harvest” or “we”, “us”, or “our”). By accepting this Agreement by: (i) clicking to agree to this Agreement when the option is made available to you (“you” or “User”); (ii) executing a Subscription that references this Agreement; or (iii) continuing to access the Sites and use the Services on any basis, you agree that: (a) you have all necessary rights, licenses and authority to enter into this Agreement; (b) to be legally bound by this Agreement; and (c) you are authorized to bind the entity you are using the Sites and/or Services on behalf of. This Agreement is effective as of the date you accept this Agreement. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN, PLEASE DO NOT USE THE SITES OR SERVICES. Any previous references to “Terms of Use”, “General Terms and Conditions”, “Terms and Conditions” refer to the terms contained in this Subscription Agreement.

Harvest reserves the right to modify or amend this Agreement from time to time, and we will provide you with notice of such change or changes via reasonable methods and by posting the changes on this page. No changes will apply retroactively.

This Agreement covers all Harvest products, sites and services but provisions regarding specific products, sites or services apply only to the extent User has purchased, accessed or used such products or services.

1. Definitions.

In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

“ACH Service” means the service offered by Harvest that allows Users to initiate Automated Clearing House (“ACH”) debit or credit Entries.
“Affiliate” means an entity that controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Applicable Law” means all laws, rules, statutes, subordinate legislation, regulations, by-laws, orders, ordinances, protocols, codes, guidelines, policies, notices, directions or judicial, arbitral, administrative, ministerial or departmental judgments, or other requirements, directives or guidelines published or in force at any time during the term of this Agreement that applies to or is otherwise intended to govern such Party provided, that, so long as “marihuana” is a controlled substance pursuant to the Controlled Substances Act, 21 U.S.C. § 801 et seq., as amended, then “Applicable Law” hereunder shall not include any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, manufacturing, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same (“Cannabis Products”), including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing (“Federal Cannabis Laws”).
“Content” means all content (other than User Submissions) featured or displayed on the Sites or as part of the Services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations.
"Transporter" means a provider, unaffiliated with Harvest, who provides certain product inventory fulfillment, warehouse and transportation operations and services (“Transport Services”). All Transport Services are intended to be, and shall be, conducted and fulfilled by the Transporter and not by Harvest.
"Harvest Marketplace" means, as may be amended or supplemented from time to time, the State of Michigan.
“Logistics Services” means Harvest’s software services that: (i) track the consummation of Transporter pickups and deliveries, (ii) coordinate schedules with Brands and Retailers, (iii) assist with reduction of transport errors; and/or (iv) relate to and facilitate Retailer’s inventory management.
"Subscription" means each written order or online order specifying the Services to be provided under this Agreement and applicable Fees and Terms, that is entered into between User and Harvest. By entering into a Subscription, a User’s Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Retailer” means an individual or entity who is licensed by state and local government regulatory or licensing authorities in one or more Harvest Marketplace to purchase cannabis.
“Services” means the products and services that are ordered by User under a Subscription.
“Sites” means the Harvest network of websites, including the website located at https://weharvest.io (including any versions optimized for viewing on a wireless or tablet device); all email newsletters published or distributed by Harvest; all apps published by Harvest; and all other interactive features, services, and communications provided by Harvest, however accessed and/or used.
“User” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (while they remain Affiliates) which have entered into a Subscription(s).
“User Submissions” means information or content that a User posts on the Sites, including but not limited to photos and other information about the User’s products and services, suggestions, ideas, comments, questions, or other interactions with the Sites.
“Brand” means an individual or entity who is licensed by state and local government regulatory or licensing authorities in one or more Harvest Marketplace to sell cannabis.

2. Use of the Sites and Services.

Compliance with Law. Any and all interactions, communications and intent on the Site must be in accordance with Applicable Law. Harvest is not responsible for any civil or criminal charges or penalties pursuant to any noncompliance.
Compliance with Cannabis Laws. Brands and Retailers will comply with all applicable state and local cannabis laws and regulations, as amended from time to time, of the jurisdictions in which they operate.
Necessary Licenses and Permits. Upon registration of a Harvest account, Users shall provide Harvest with any requested cannabis-related license and permit information, including but not limited to License Number, License Type, Issue Date and Expiration Date. Users shall immediately notify Harvest of any change in the status of their legal authorization to sell or purchase cannabis.
Access to Sites and Services and Restrictions. Harvest grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Sites or their Content solely for their intended purpose. You are not allowed to modify all or any portion of the Sites and their Content. This license does not include any right to authorize third party use of the Sites or their contents; any collection and use of any Content, descriptions, any derivative use of the Sites or their contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Sites and/or any portion of the Sites may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without Harvest’s express written consent. You will not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Harvest, its content providers or its affiliates without express written consent. You will not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
ACH Service. Users of the ACH Service acknowledge and agree to the terms and conditions incorporated into and is a part of this Agreement.

3. Cannabis Law Disclaimer.

Controlled Substances Act. 4.1. 4.1. THE PRODUCTION, SALE, POSSESSION AND USE OF CANNABIS IS ILLEGAL IN THE UNITED STATES UNDER THE CONTROLLED SUBSTANCES ACT (“CSA”). CANNABIS IS CURRENTLY CLASSIFIED AS A SCHEDULE I CONTROLLED SUBSTANCE UNDER THE CSA. THE U.S. SUPREME COURT HAS CONFIRMED THAT THE U.S. FEDERAL GOVERNMENT HAS THE RIGHT TO REGULATE AND CRIMINALIZE CANNABIS, INCLUDING FOR MEDICAL PURPOSES, AND THAT U.S. FEDERAL LAW CRIMINALIZING THE USE OF CANNABIS PREEMPTS STATE LAWS THAT LEGALIZE ITS USE. WHILE THE PURCHASE AND SALE OF CANNABIS IS CURRENTLY LEGAL UNDER LAWS OF THE Harvest MARKETPLACE, THEY ARE SUBJECT TO CHANGE AND THE SALE AND POSSESSION OF MEDICAL AND RECREATIONAL CANNABIS MAY REMAIN ILLEGAL UNDER U.S. FEDERAL LAW. YOU CONTINUE TO BE AT RISK OF BEING PROSECUTED BY U.S. FEDERAL AUTHORITIES. FURTHER, THE LANDSCAPE IN THE CANNABIS INDUSTRY CHANGES RAPIDLY. WHAT PREVIOUSLY WAS THE LAW MAY NOT BE THE LAW TODAY OR IN THE FUTURE. THIS MEANS THAT AT ANY TIME THE U.S. FEDERAL LAW, OR THE APPLICABLE LAWS OF THE Harvest MARKETS, CAN CHANGE OR THAT THE U.S. FEDERAL GOVERNMENT CAN SUPERSEDE THESE LAWS AND/OR TAKE PROSECUTORIAL ACTION.
Harvest Does Not Hold a License.Harvest DOES NOT POSSESS A LICENSE FROM ANY STATE TO TRANSACT ANY BUSINESS RELATING THE PURCHASE OR SALE OF MEDICAL OR RETAIL MARIJUANA. Harvest DOES NOT PROVIDE CANNABIS SALES, AND Harvest IS NOT A RETAILER, SUPPLIER, RESELLER, DISTRIBUTOR, AGENT, REPRESENTATIVE OR SUBCONTRACTOR OF ANY SUPPLIER OR RETAILER. YOU ACKNOWLEDGE AND AGREE THAT, IN THE PERFORMANCE OF SERVICES OR OTHERWISE, Harvest SHALL NOT TAKE, OR BE DEEMED TO HAVE TAKEN, DIRECTLY OR INDIRECTLY, POSSESSION OR CONTROL OF, OR ANY RELATED ACTION WITH RESPECT TO, ANY CANNABIS PRODUCT. ANY DECISION BY YOU OR ANOTHER Harvest ACCOUNT HOLDER TO SELL PRODUCTS TO A RETAILER OR ACCEPT PRODUCTS FROM A BRAND IS A DECISION MADE IN YOUR SOLE DISCRETION OR ANOTHER ACCOUNT HOLDER’S SOLE DISCRETION. Harvest’S SITES OFFER INFORMATION AND THE ABILITY TO CONNECT BRANDS AND RETAILERS WITH EACH OTHER, BUT Harvest DOES NOT INTEND TO PROVIDE SUPPLIER, RETAILER, OR DISTRIBUTIONS SERVICES OR ACT IN ANY MANNER AS A CANNABIS BRAND OR RETAILER. Harvest DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY SALE OF CANNABIS. Harvest FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR TRANSACTIONS WHICH OCCUR BETWEEN ENTITIES WHICH ARE OR ARE NOT LICENSED BY THE Harvest MARKETPLACE TO BUY OR SELL MARIJUANA IN THE MANNER CONTEMPLATED HEREIN. THE POSSESSION, DISTRIBUTION, PRODUCTION, OF CANNABIS AND CANNABIS PRODUCTS OR CONSPIRING OR ASSISTING SOMEONE TO DO THE SAME IS ILLEGAL UNDER FEDERAL LAW AND THE LAWS OF MANY STATES.
User Assumption of Risk. YOU ASSUME ALL CRIMINAL AND CIVIL RISK RELATED TO ANY PROPOSED OR ACTUAL TRANSACTION CONDUCTED ON THE SITE OR YOUR USE OF THE SERVICES. YOU ARE RESPONSIBLE FOR ENSURING THE LEGALITY OF ANY TRANSACTION CONDUCTED ON THE SITE OR YOUR USE OF THE SERVICES. Harvest MAKES NO REPRESENTATION OF ANY KIND WHATSOEVER THAT THE TRANSACTIONS CONDUCTED BY YOU ON THIS SITE ARE LAWFUL UNDER FEDERAL, STATE, OR LOCAL LAW.

4. User Responsibilities, Representations, and Warranties.

You represent and warrant that:

You are 21 years of age or older, have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions, and obligations herein;
Your use of the Sites and Services is and will be in compliance with Applicable Law;
You or your business maintain, and shall maintain, for the duration of the term of this Agreement, in good standing, all licenses, permits, approvals, and/or related requirements required by Applicable Law to conduct the activities contemplated by this Agreement, including, without limitation, the possession, manufacturing, and distribution of Cannabis Products;
You are located within the Harvest Marketplace or otherwise located in a jurisdiction where your access to our Sites is not prohibited;
You will provide true, accurate, current and complete information about yourself and your business as prompted by the account registration pages, including but not limited to any requested cannabis-related license information with respect to applicable state, local, federal regulations;
You will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Harvest has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Harvest reserves the right, in its sole discretion to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof) or Services;
You will immediately notify Harvest of any change in the status of your legal authorization to possess, transport, manufacture, distribute and/or deliver Cannabis Products within the Harvest Marketplace; including the expiration, suspension, cancellation, revocation, nonexistence or invalidation of any Cannabis-related license to which you are or should be subject under Applicable Law;
You will immediately notify Harvest of any warnings, orders, penalties and sanctions received from any state or local government regulatory or licensing authority in the United States related to non-compliance with Applicable Law related to the possession, processing, purchase or sale, cultivation, transportation, distribution, and/or delivery of Cannabis Products, and any disciplinary actions, inspections, suspensions or cancellations of any Cannabis-related authorization, approval, consent, license or permit you hold;
You are entirely responsible for the security and confidentiality of your password and account, and you will not share your account information or your username and password with any third party or permit any third party to log-on to the Sites or Services using your account information;
You are entirely responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Sites and for any and all activities that occur under your account and you agree to immediately notify Harvest of any unauthorized use of your account or any other breach of security of which you become aware;
You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following: (i) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in the paragraph titled “User Submissions” under the section titled “Intellectual Property and Licenses”; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Sites and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iii) You are not, and have not been an agent of Harvest and were not and are not acting on behalf of, or as a representative of, Harvest or any other party in connection with the User Submission; (iv) the User Submission and Harvest’s use thereof as contemplated by this Agreement and the Sites will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; (v) you have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your User Submission: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (vi) the User Submission does not contain: (x) material falsehoods or misrepresentations that could harm Harvest or any third party; (y) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or (z) impersonations of third parties, other than those which are readily apparent. To the fullest extent allowed under Applicable Law, you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Harvest with respect to User Submissions. You further understand and agree that sending unsolicited advertisements or "spam" to any user of the Sites is expressly prohibited by this Agreement; and
You are solely responsible for authorizing and granting access to your employees and agents who will have access to the Site and use the Services on your behalf and be able to act for and bind you. You shall be responsible for the acts and decisions made by your employees when they use the Services or access the Sites. Harvest will rely on the acts, consents, and agreements of each User when they utilize the Services. You agree to immediately notify Harvest of any employee or agent whose access or authorization to act on behalf of you is suspended or revoked.

5. Harvest’s Responsibilities and Representations.

Harvest hereby represents, warrants, and covenants that:

Harvest maintains, and shall maintain, for the duration of the term of this Agreement, in good standing, all licenses, permits, approvals, and/or related requirements required by Applicable Law to conduct the activities contemplated by this Agreement;
Harvest will comply in all material respects with Applicable Law that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued under Applicable Law;
Harvest has entered into separate agreement(s) with the Transporters(s), pursuant to which you are a third-party beneficiary of the terms of such agreement(s) to the extent of fulfillment of the Transport Services, including in relation to potential lost, stolen or damaged product or cash while in possession of the Transporter(s) and such separate agreement(s) has a clause that contains the follow language or language that is substantially similar: “[Transporter] acknowledges that [Harvest] and/or its affiliates shall from time to time enter into agreements for Services with Customers, which Services are intended to be and shall be fulfilled by [Transporter] as Customer Deliveries pursuant to the terms of this Agreement. In furtherance thereof, (i) each of [Transporter] and [Harvest] agrees that each such Customer is intended to be, and shall be, a third party beneficiary of the terms of this Agreement to the extent of fulfillment of Customer Deliveries; and (ii) to the extent that any Customer incurs any Loss resulting from the failure of [Transporter] to perform Customer Deliveries in accordance with the terms of this Agreement, (x) such Customer shall have the right to pursue against [Transporter] all rights and remedies under this Agreement and under applicable law, (y) [Harvest] shall have no liability to such Customer in respect thereof, and (z) [Transporter] shall indemnify and hold [Harvest] harmless in respect thereof pursuant to the terms of Section 10 above.”;
The Transporter(s) providing the Transport Services maintains, and shall maintain, for the duration of the term of this Agreement, in good standing, all licenses, permits, approvals, and/or related requirements required by Applicable Law to conduct the activities contemplated by this Agreement, including, without limitation, the possession, manufacturing, and distribution of Cannabis Products;
The Transporter(s) providing the Transport Services will comply in all material respects with Applicable Law that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued under Applicable Law;
Upon request by a current customer of the Logistics Services, Harvest shall cause the Transporter(s) to provide the current customer of the Logistics Services with any requested Cannabis-related license and permit information with respect to applicable state and local laws, including but not limited to License Number, License Type, Issue Date and Expiration Date;
Harvest shall notify any current customer of the Logistics Services, immediately upon knowledge by Harvest thereof, of any relevant change in the status of a Transporter’s legal authorization to possess, transport, and/or deliver Cannabis Products, including the expiration, suspension, cancellation, revocation, nonexistence, or invalidation of any Cannabis-related license to which Transporter or an Affiliate thereof is or should be subject under Applicable Law; and
Harvest shall notify any current customer of the Logistics Services, immediately upon knowledge by Harvest thereof, of any warnings, orders, penalties and sanctions received from any state or local government regulatory or licensing authority in the United States related to non-compliance with Applicable Law related to the possession, processing, purchase or sale, cultivation, transportation, distribution, and/or delivery of Cannabis Products, and any disciplinary actions, inspections, suspensions or cancellations of any Cannabis-related authorization, approval, consent, license or permit held by Transporter or its Affiliates.

6. Fees.

Payment of Fees. During the term of this Agreement, you will pay Harvest or its vendors the fees, if any, for your subscription and any other purchases of products and services through the Sites or Services (the "Fees"). Harvest or its vendors may modify the Fees upon any renewal of the Agreement or upon providing written notice of the change at least thirty (30) days prior to the date the change to the Fees is to become effective. For the avoidance of doubt, this includes the right to introduce charges for existing or new products or services. You will pay Harvest or its vendors the Fees in U.S. dollars monthly in advance via credit card, direct debit or other mutually agreed process. If you fail to pay the Fees within 15 days of the due date, your credit card is rejected, or Harvest or its vendors otherwise does not receive payment, Harvest or its vendors may impose a late fee, suspend the Service, or both, in its discretion. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card or bank account(s) that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse Harvest and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.
Direct Debit. You authorize Harvest or its vendors to automatically debit the amount of Fees from the bank account designated by you for payment (the “Designated Bank Account”), including via ACH transfer. You agree to update your account with the current bank account information for the Designated Bank Account at all times. You agree that you shall maintain a sufficient balance in the Designated Bank Account to cover all Fees. You agree that you will, from time to time, execute such reasonable and customary documents as may be necessary to enable Harvest or its vendors to directly debit the Fees from your Designated Bank Account. You agree to provide Harvest or its vendors with written notice of any change in the above information for your Designated Bank Account immediately upon any such change.
Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Harvest’s income. In the event that Harvest determines federal, state or local sales tax is due and such tax was not included in your original invoice, Harvest reserves the right to send a subsequent invoice for such tax and collect such tax from you.
Affiliates or Third-Party Services. Harvest may also earn Fees or derive revenue via affiliates or third-party services offered from or through your use of the Sites or Services.

7. Term and Termination.

Term. The Term of this Agreement is as specified in the Subscription, unless earlier terminated as expressly provided herein. Unless specifically agreed otherwise in a Subscription, this Agreement and the Subscription will automatically renew at the end of the Term.
Termination. Each Party may terminate this Agreement immediately upon written notice to the other Party in the event that (i) the other Party has made an assignment for the benefit of its creditors; (ii) the other Party has filed a voluntary petition or proceeding in bankruptcy or under any federal, provincial or state bankruptcy, enforcement or insolvency or other law for the relief of debtors; or the windup of such other Party; (iii) the other Party has been appointed a trustee, receiver, monitor, administrator, sales agent, custodian, or liquidator for a portion of such other Party’s business or property; (iv) the Party shall have filed against such other Party and not dismissed within sixty (60) days an involuntary proceeding under any of the foregoing; (v) a government or regulatory authority requires the termination of this Agreement; or (vi) any of the representations or warranties set forth in this Agreement with respect to the other Party is no longer true and correct, or the other Party has breached any of the covenants set forth in this Agreement. Termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such termination, and those provisions that by their nature are intended to survive termination of the Agreement shall survive including but not limited to existing scheduled deliveries. Any termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to termination, including the obligation to pay all remaining fees or required reimbursements through the date of termination. From and after the date on which a notice of termination is delivered to a Party hereby, each Party shall promptly afford the other Party its full good faith cooperation in aiding either Party to effect a wind-down and transition of the Logistics Services.
Termination by Harvest. Unless otherwise agreed in writing, Harvest may suspend or terminate your account or your use of the Sites at any time, for any reason or for no reason. We may also block your access to our Sites or Services in the event (i) we are unable to verify or authenticate any information you provide to us; or (ii) we believe that your actions may cause financial loss or legal liability for you, other Users, or us. If this Agreement is terminated by Harvest pursuant to the terms of this section or otherwise and you are a current customer of Harvest’s Logistics Services, (x) Harvest shall, upon written notice from User, coordinate with Transporter to suspend final delivery of all inventories stored by Transporter pursuant to the Transport Services; and (y) if Transporter must, as a result thereof, vacate its occupied warehouse space or relocate operations, all fees associated with movement of the on-hand inventory will be borne by Transporter and Harvest.

8. Intellectual Property and Licenses.

Copyright and Ownership. All Content is owned by Harvest, its licensors, vendors, agents and/or its Content providers. All elements of the Sites, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Sites and the Services may only be used for the intended purpose for which such Sites and Services are being made available. Except as may be otherwise indicated in specific documents within the Sites or as permitted by copyright law, you are authorized to view and play copyrighted documents, audio and video found on our Sites solely for the purposes intended by Harvest. In no event will you be permitted to download or store any copyrighted documents, audio or video locally. Notwithstanding the foregoing, you will be permitted to print and save reports, agreements, and other documents made available to you from the Services from Harvest. Except with respect to Content submitted by you or as permitted by copyright law, you may not modify any of the materials on the Sites and you may not copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Sites. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Sites. The Sites, its Content and all related rights shall remain the exclusive property of Harvest or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Sites.
User Submissions. In posting User Submissions to the Sites or sending them to Harvest as part of the Services, you expressly grant us a non-exclusive, royalty-free, fully paid-up, perpetual, worldwide, irrevocable right to use, reproduce, modify, publish, translate, distribute, perform and display such content as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology through the Sites, to promote and market the Sites and/or the User Submission on any platform or channel, and to make available the User Submission to other users of the Sites and Services, in perpetuity throughout the universe. You understand and acknowledge that you are responsible for any User Submissions you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Harvest is not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other User.
Advertising. Harvest reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your User Submissions, and Harvest and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate Harvest to sell, license or offer to sell or license any advertising, promotion or distribution rights.
Business Data. You may also provide data about your company’s medical and/or recreational cannabis inventory or any cannabis-related inventory and/or transaction information and product information, including but not limited to your business’s login to any required state or other government traceability system (“Business Data”), and in so doing you expressly grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. You represent and warrant that you own or control all rights in and to the Business Data and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
Violation of Rules on User Submissions. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, any applicable rules or policies linked to in this Agreement, or any law or regulation, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from participating in our Sites and Services, the immediate removal of the related materials from the Sites and Services at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
Trademarks/No Endorsement. All trademarks, service marks and trade names of Harvest or its licensors used herein (including but not limited to: Harvest name, Harvest corporate logo, the Sites name, the Sites design, and any logos) (collectively "Marks") are trademarks or registered trademarks of Harvest or its Affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Harvest’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without Harvest’s prior written consent. The use of Harvest’s trademarks on any other web site or network computer environment is not allowed. You shall not use Harvest’s name or any language, pictures or symbols which could, in Harvest’s judgment, imply Harvest’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
Reservation of Rights. Harvest reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Harvest’s intellectual property.

9. Confidentiality and Data Security.

Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing, for purposes of this Agreement, all data will be deemed Confidential Information of Harvest. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of this Agreement and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Data Security. You agree that you shall use all reasonable legal, organizational, physical, administrative, and technical measures, and security procedures to comply with Harvest’s Privacy Policy, safeguard and ensure the security of the Confidential Information, and to protect the Confidential Information from unauthorized access, disclosure, duplication, use, modification, or loss.
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this section entitled “Confidentiality and Data Security” would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Use of Certain Data. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.

10. Relationship between the Parties.

Arm's Length Transaction. In order to comply with Applicable Law, the Parties believe this Agreement establishes an arm’s-length transaction, such that neither Party shall be seen as exerting any control, management, direction or ownership over the other. To ensure continued compliance with Applicable Law, in the event the Parties or any governmental entity determine this Agreement (i) no longer establishes an arm’s length transaction or (ii) establishes control, management, direction or ownership by one Party over the other, this Agreement may be adjusted to reflect an arm’s-length transaction between the Parties or remove any control, management, direction or ownership by one Party over another, as applicable upon mutual written consent by both parties. In the event such adjustment is not mutually agreed to by both Parties, this Agreement shall terminate in accordance with the section titled “Term and Termination.”
Independent Provider Status. In its performance of this Agreement, each of Harvest and its Affiliates and subcontractors will at all times act in its own capacity and right as an independent contractor, and nothing contained herein may be construed to make Harvest or its Affiliates and subcontractors an agent, partner or joint venturer or joint employer of any other Party. Except as provided in this Agreement, no Party shall have the right, power, or authority to act or to create any obligation, express or implied, on behalf of any other Party. Each Party may engage in other employment and business activities during the term of this Agreement without restriction, so long as such other employment or business activity does not materially interfere with the performance of such Party under this Agreement. No Party shall have authority (and shall not hold itself out as having authority) to bind any other Party and no Party shall make any agreements or representations on any other Party’s behalf without such other Party’s prior written consent. Unless otherwise set forth in this Agreement, each Party shall furnish, at its own expense, the equipment, supplies, and other materials used to perform under this Agreement. No Party shall control the manner or means by which any other Party performs under this Agreement .

11. Third-Party Sites and Resources.

Transactional Partners. Harvest provides information about other company’s services and products within our Sites. If you engage with the other party, you are transacting directly with the other party. On those pages of our Sites, the transactional partner’s brand and name is clearly visible and their terms and conditions relating to their business.
Third-Party Resources. Creating or maintaining any link from another website to any page on the Site without our prior written permission is prohibited. Any permitted links to the Site must comply will Applicable Law. From time to time, the Sites or Services may contain links to websites that are not owned, operated or controlled by Harvest or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Sites. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. Any links that direct you away from the Service to outside websites available on the Site or any integration with outside software, including but not limited to state traceability systems or software (“Third Party Resources”), are provided “as is” without warranty of any kind, either expressed or implied. The use of the Third-Party Resources is at your own discretion and risk and with agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. You are solely responsible for the accuracy and adequate protection and backup of the data and equipment used in connection with any of the Third-Party Resources linked to or integrated with the Site or Service, and we will not be liable for any damages that you may suffer connection with downloading, installing, using, modifying or distributing such Third-Party Resources. No advice or information, whether oral or written, obtained by you from us or from this website shall create any warranty for Third Party Resources. Additionally, we make no warranty that: (a) the Third Party Resources will meet your requirements; (b) the Third Party Resources will be uninterrupted, timely, secure or error-free; (c) the results from the use of the Third Party Resources will be effective, accurate or reliable; (d) the quality of the Third Party Resources will meet your expectations; or (e) if errors or problems occur in connection with a download of the Third Party Resources obtained from the links on this website, they will be corrected. The links to Third Party Resources and the related documentation made available on this website are subject to the following conditions: (a) the Third Party Resources could include technical or other mistakes, inaccuracies or typographical errors; (b) at any time without prior notice, we may make changes to the links pointing to Third Party Resources or documentation made available on the third-party’s website; (c) the Third Party Resources may be out of date, and we make no commitment to update such materials. We assume no responsibility for errors or omissions in the Third Party Resources or documentation available from their websites. You acknowledge and agree that in no event shall we be liable to you or any third parties for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, lost data or profits, inaccurate data, or any liability, arising out of or in connection with the use of Third Party Resources. When visiting or using these Third Party Resources, you are subject to their privacy policies, and we encourage you to read them as well as any terms of use or service.

12. Privacy.

Privacy Policy. Data collection and use, including data collection and use of Personal Information and Business Data (as defined by Harvest’s Privacy Policy) is governed by Harvest’s Privacy Policy which is incorporated into and is a part of this Agreement. You are encouraged to read Harvest’s Privacy Policy as its terms are important to your use of the Services.
Electronic Communications. When you visit or use the Sites or Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Sites by following the instructions enclosed within those emails. If you opt out, we may still send you non-promotional emails, such as emails about your account with Harvest or our ongoing business relations. You may also send requests about contact preferences or changes to personal information, including requests to opt out of sharing personal information with third parties, to our contact information below.

13. Warranties and Disclaimer.

No Guarantee. Harvest does not guarantee continuous, uninterrupted or secure access to the Sites or Services, and operation of the Sites and Services may be interfered with by numerous factors outside of our control.
Transport Services. You acknowledge and agree that the Transport Services are conducted or fulfilled by the Transporter, and not by Harvest or any of its Affiliates. To the extent that you incur any loss resulting from the failure of Transporter to perform the Transport Services, you acknowledge and agree that: (i) you shall have the right to pursue against Transporter all rights and remedies under the applicable contract between Harvest and Transporter and under applicable law, and (y) Harvest shall have no liability to you in respect thereof.
Disclaimer. YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES, THE LOGISTICS SERVICES, AND THE TRANSPORT SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER Harvest, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER Harvest, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Harvest OR THROUGH Harvest SITES AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14. Limitation of Liability, Indemnity and Release.

Limitation of Liability. Harvest does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Sites, or your downloading of any information or materials from the Sites. IN NO EVENT WILL Harvest, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES OR SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE OR THE SERVICES, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT Harvest SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. IN THE EVENT OF ANY PROBLEM WITH THE SITES OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN NO EVENT SHALL Harvest BE LIABLE FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE).
Indemnity. You agree to defend, indemnify and hold Harvest and its officers, directors, agents, joint ventures and employees harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites, the Services or any Third-Party Resources, or your placement or transmission of any message or information on this Sites by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to Harvest; (vi) any other party's access and use of the Sites with your unique username, password or other appropriate security code or (vii) your gross negligence or willful misconduct, or the gross negligence or willful misconduct of your employees, representatives, contractors, sub-licensees, and agents, except to the extent that Harvest’s act or omission is grossly negligent.
Release. In the event that you have a dispute with one or more other users of the Site or any Third-Party Resource integrated with or linked from the Site or included in the Services, you release Harvest (and our officers, directors, agents, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to this Agreement shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.

15. Dispute Resolution and Arbitration.

In the interest of resolving disputes between you and Harvest in the most expedient and cost effective manner, you and Harvest agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration, to the fullest extent permitted under applicable law. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Harvest ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. Despite the provisions of this section, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court or to seek payment for any Services provided by Harvest; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

16. Consumer Protection Notice.

If you are a consumer, the limitations in this Agreement are intended to be only as broad and inclusive as is permitted by the laws of your state of residence.

17. Miscellaneous.

Force Majeure. Harvest shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, storm, explosion, earthquake, power surge or failure, water, drought, acts of God, war or acts of war, revolution, sabotage, civil commotion or acts of civil or military authorities or public enemies; transportation embargoes; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Non-Disparagement Each Party shall, and shall cause its Affiliates and its and its Affiliates’ respective officers, directors, and representatives to agree that they will not, directly or indirectly, make or publish any statement critical of the other Party and/or the other Party’s Affiliates, successors, assigns, employees, owners, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of any of the foregoing.
Insurance. Users, at their own expense, procure, maintain, and keep in full force and effect during the term of this Agreement insurance to protect against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of this Agreement, in amounts that are customary for the industry and transactions of this type, but in no event less than the amounts required by Applicable Law with respect to such User.
Admissibility. A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to the terms and conditions contained herein to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Notices. All notices under this Agreement shall be in writing and shall be sent by registered or certified mail, postage paid, return receipt requested, or by overnight courier such as FedEx, or by personally delivered to the other Party at the address listed below or by email to the other Party at the addresses listed in the Subscription; a notice sent by mail will be deemed delivered on the fourth (4th) business day after the date of posting; a notice sent by email with return receipt confirmation will be deemed delivered on the date on which it is received.
Amendment. No User amendments to or modifications of this Agreement are effective.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Subscriptions, Schedules and Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, Subscriptions, the related Schedules and Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Subscription executed under this Agreement as of the Effective Date; (ii) second, this Agreement, excluding its Schedules and/or Exhibits; (iii) third, any related Schedules and/or Exhibits to this Agreement as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.
Assignment. You agree that this Agreement and all incorporated agreements may be automatically assigned by Harvest in our sole discretion. User may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Harvest. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Address: Harvest, 1741 E. Bristol St. Elkhart, IN 46514