Terms & Conditions

1. Acceptance of Terms

By creating an account or otherwise using the Services, you confirm that you have the authority to bind the business or entity on whose behalf you are using Harvest. You also agree to abide by all applicable laws and regulations in connection with your use of the Services. If you are using the Services on behalf of a company or other legal entity, "you" and "User" will refer to both you as an individual and the entity. You accept these Terms by actually using the Services. You understand and agree that any hit of the "register" or similar button, or any use of the Services, signifies that you fully accept and agree to these Terms.

We may update or modify these Terms from time to time (for example, to reflect changes to our Services or for legal reasons). If we make material changes, we will provide notice by posting the updated Terms on our website and updating the "Last Updated" date at the top. In some cases, we may notify you of significant changes via email or within the Service. Continued use of the Services after updated Terms become effective will constitute your acceptance of the changes. If you do not agree to the revised Terms, you should discontinue use of the Services.

2. Account Registration and Security

To use Harvest's platform, you must create an account and provide required information, which may include your name, a valid email address, business details, and a secure password. You agree to provide accurate, current, and complete information during registration and at all other times when you use the Services, and to promptly update any information that becomes inaccurate or outdated.

Account Credentials: You are responsible for maintaining the confidentiality and security of your account login credentials. Do not share your password or account access with any unauthorized persons. You are fully responsible for all activities that occur under your account (including any actions taken by persons to whom you have granted access to your account). If you suspect or become aware of any unauthorized use of your account or any security breach, you must immediately notify Harvest. We are not liable for any loss or damage arising from your failure to safeguard your account credentials.

Account Use: You agree to use your Harvest account solely for legitimate business purposes in managing accounts receivable and related activities for your own organization or as otherwise intended by the Service. You must not register for an account on behalf of an individual or entity other than yourself unless you are authorized to do so. We reserve the right to suspend or terminate accounts that are unverified, inaccurate, or suspected of being used for fraudulent or unauthorized purposes.

3. Description of Services and Availability

Harvest provides an online software platform that uses artificial intelligence to assist with accounts receivable management, including features such as tracking invoices, automating collection communications, predicting payment outcomes, and providing analytics on your receivables. The Services are provided in a software-as-a-service (SaaS) model, accessible via our web application. No physical software is shipped to you; you access the platform using your internet-connected device.

We strive to ensure the Services are available 24/7, but we do not guarantee uninterrupted availability. From time to time, the Services may be inaccessible or inoperable due to scheduled maintenance, technical issues, updates, or causes beyond our control (such as internet outages or force majeure events). Harvest may, at its sole discretion, add, remove, or modify features of the Services from time to time to improve the user experience or ensure the proper functioning of the platform. We will attempt to schedule maintenance during low-usage hours and, when feasible, to provide advance notice of significant service interruptions. You acknowledge that the Services, as with any online service, may occasionally be unavailable and that Harvest will not be liable for any downtime or unavailability of the Services.

4. Fees and Payment

Subscription Fees: Some of Harvest's Services may be offered on a paid subscription basis (for example, monthly or annual plans) and may include commission-based fees. When you subscribe to a paid Service, you agree to pay all applicable fees as listed at the time of purchase or as contained in any agreement between you and Harvest. All fees are stated in Canadian Dollars (CAD) unless otherwise specified, and are exclusive of applicable taxes (such as sales or value-added taxes), which will be added to the charges where required by law.

Payment Processing: Harvest uses third-party payment processors, such as Stripe, to handle payment transactions. By using our Services you authorize Harvest and its payment processor to charge the applicable fees to your account. If your account is past due, we may suspend or cancel your access to the Services after giving you notice and an opportunity to rectify the issue.

5. User Obligations and Acceptable Use

By using Harvest, you agree to the following obligations and acceptable use requirements:

Lawful Use: You will only use the Services for lawful purposes, in compliance with all applicable local, provincial, national, and international laws and regulations. You may not use the Services to engage in any illegal or fraudulent activities, including (but not limited to) misrepresenting facts, infringing intellectual property, or violating privacy rights of others.

Responsible Data Sharing: If you upload or input any data into the platform (including Personal Data of third parties such as your customers or business contacts), you must have all necessary rights and consents to do so. You will not use Harvest to store or transmit sensitive personal information that is not needed for accounts receivable management (for example, uploading health or social insurance information is discouraged unless specifically necessary and permitted by law). You must also comply with privacy laws when handling others' personal information.

Prohibited Conduct: You will not (and will not allow any third party to):

• Copy, modify, distribute, or create derivative works of any part of the Services without our prior written consent.
• Reverse engineer, decompile, or attempt to discover the source code or underlying trade secrets of the platform, except to the limited extent such activity is expressly permitted by applicable law notwithstanding this restriction.
• Bypass, disable, or interfere with any security or technical features of the Services, including any access controls or encryption measures.
• Use the Services in a manner that could impair, overburden, damage, or disrupt our system or networks, including by transmitting any viruses, malware, or harmful code.
• Attempt to gain unauthorized access to any accounts, computer systems or networks associated with Harvest or the Services (e.g., by hacking, password mining, or other illicit means).
• Use the Services to post, upload, transmit, or otherwise disseminate any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable or that violates any party's rights.
• Misrepresent your identity or affiliation with any person or entity, or impersonate any other person when using the Services.
• Resell, license, or provide access to the Services to a third party (except as expressly permitted by Harvest in writing), or use the Services on behalf of any third party other than in the normal course of your business (for example, as part of a service you provide to others) without our consent.

6. AI-Powered Insights and Limitations

One of Harvest's distinctive features is its use of AI-powered insights to help you manage accounts receivable. While this technology can provide useful predictions and recommendations, it is important to understand its limitations and the disclaimers associated with it:

No Professional Advice: The analyses, recommendations, forecasts, or other outputs generated by Harvest's artificial intelligence are for informational and support purposes only. Harvest's AI may, for example, prioritize which overdue invoices to follow up on or suggest wording for collection emails. These outputs should not be considered financial, legal, or professional advice. You should exercise your own judgment (and, if needed, seek professional advice) when deciding how to act on the insights provided by the AI.

Accuracy and Reliability: Harvest strives to design its AI algorithms to be as accurate and helpful as possible. However, no AI system is perfect. The information and predictions provided by the AI tools may not always be accurate, complete, or up-to-date, and the circumstances of your business may not always fit the assumptions of the algorithms. Factors beyond the AI's control (such as unexpected customer behavior or external economic conditions) can lead to different outcomes than those predicted. You acknowledge that any reliance on AI-generated outputs is at your own risk.

User Responsibility: You remain responsible for compliance with all laws and regulations in your use of the Services and for the consequences of any decisions you make using the AI insights. Harvest provides tools to assist you, but you are ultimately accountable for your business decisions, such as how you communicate with your customers or which accounts to escalate. If the Service allows you to customize or override AI-driven actions (for example, editing a suggested message before sending), we encourage you to review AI outputs before using them.

No Automated Adverse Decisions: Harvest's AI is not intended to be used as the sole basis for any decision that would have legal or significant effects on an individual without human review. For example, our platform's recommendations should not be used in isolation to make final decisions like denying a customer access to a product or reporting a customer to credit bureaus, without human evaluation of the situation. You agree to use the AI features in a responsible manner consistent with this intent.

Disclaimer: The AI features are provided "as is" and are subject to the general disclaimers and limitation of liability in Sections 9 and 10 below. Harvest makes no warranty that the AI outputs will achieve any particular result or outcome for you (such as a guaranteed percentage of invoice recovery). We welcome feedback on the AI features and may use such feedback to improve the system, but we are not liable for any decisions you make or actions you take based on AI-generated information.

By using the AI-related features of the Services, you acknowledge and accept these limitations and agree that they are reasonable given the state of technology and the nature of the Services.

7. Intellectual Property Rights

Ownership of the Services: All right, title, and interest in and to the Services (including all software, code, algorithms, AI models, databases, user interfaces, website design, know-how, and documentation, as well as all content and materials available on or through the Services) are and will remain the exclusive property of Harvest and/or its licensors. The Harvest name, logo, and all related product and service names are our trademarks or service marks. These Terms do not grant you any rights to use any of Harvest's trademarks, logos, domain names, or other brand features, except as necessary for you to use the Services in accordance with these Terms or with our prior written permission.

Your License to Use the Services: Subject to your compliance with these Terms and payment of any applicable fees, Harvest grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. This license allows you to use the platform and its features as intended (for example, inputting your data, analyzing results, and downloading reports for your business use). You agree not to use the Services in any manner or for any purpose other than expressly permitted by these Terms.

User Data: You retain all rights to the data you upload or input into the Services ("User Data"). We do not claim ownership over your User Data. By submitting or inputting User Data into our platform, you grant Harvest a worldwide, royalty-free license to use, host, copy, transmit, and display your User Data solely as necessary to provide the Services to you and as otherwise permitted by our Privacy Policy. This includes, for example, processing your financial information to generate reports or feeding your data into our algorithms to produce AI insights. You represent and warrant that you have all rights and permissions necessary to provide the User Data to Harvest and to grant the above license. Please note that we may also aggregate or de-identify your data in a manner that does not identify you or any individuals, and use such anonymized data to improve our Services and algorithms, or to compile statistical information. Such aggregated data will not contain any personal information identifiable to you or your customers.

Feedback: If you provide suggestions, ideas, enhancement requests, or other feedback about the Services ("Feedback"), we may use it without restriction or compensation to you. By submitting Feedback, you grant us a perpetual, irrevocable, sublicensable license to use and incorporate the Feedback into our products or services.

8. Termination and Suspension

By Harvest: We reserve the right to suspend or terminate your access to the Services (or portions thereof) at our sole discretion, with or without notice, if we reasonably believe: (a) you have violated any provision of these Terms or any applicable law; or (b) your use of the Services poses a security risk or may adversely impact the Services or any other users. Where reasonably practicable and lawful, we will attempt to provide you with advance notice of the suspension or termination, and an opportunity to cure any remediable breach, but we are not required to do so.

Effects of Termination: Upon termination of your account or this agreement for any reason, (i) your right to access and use the Services will immediately cease, and (ii) you must promptly cease all use of the Services and delete any local software or materials related to the Service in your possession (excluding your own data). We will handle your User Data in accordance with our Privacy Policy - generally, when an account is closed, we will delete or anonymize personal data associated with your account after a certain retention period, except to the extent we are required to retain it for legal or accounting purposes. If your access is suspended (not permanently terminated), you will not be able to use the Services during the suspension, but these Terms will continue to apply.

Termination or suspension of an account does not relieve you of any obligation to pay any outstanding fees or charges incurred up to the date of termination. Sections of these Terms that by their nature should survive termination (such as intellectual property provisions, disclaimers, limitation of liability, and governing law) will continue to remain in effect after termination.

9. Disclaimer of Warranties

Use At Your Own Risk: To the fullest extent permitted by law, the Services are provided on an "AS IS" and "AS AVAILABLE" basis, with all faults and without warranty of any kind. Harvest disclaims all warranties and conditions, express, implied, or statutory, including but not limited to warranties of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will meet your requirements or expectations, that the Services will be uninterrupted, timely, secure, or error-free, or that any results or outputs (including AI-driven predictions or analysis) will be accurate or reliable.

No Guarantee of Outcome: You acknowledge that accounts receivable outcomes depend on numerous factors outside our control (such as your customers' behavior or broader economic conditions). Harvest does not guarantee that using the Services will result in any particular rate of recovered debts, improvement in collection times, or financial outcome for your business.

No Responsibility for Third-Party Services: Harvest may integrate with or provide links to third-party services (for example, you may connect Harvest to your accounting software, or use Stripe for payments). These third-party services are not under our control, and we provide them merely as a convenience. We make no warranties or representations of any kind regarding any third-party services, and we are not responsible for the content, operation, or practices of any third-party platform. Your use of third-party services is at your own risk and is subject to the terms and conditions of those third parties.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such event, to the extent that any warranty cannot be disclaimed but can be limited, we limit such warranty to the minimum duration and extent permitted by law.

10. Limitation of Liability

No Indirect Damages: To the maximum extent permitted by applicable law, in no event will Harvest or its directors, officers, employees, agents, partners, or suppliers be liable for any indirect, incidental, special, consequential, or exemplary damages whatsoever arising out of or in connection with the Services or these Terms. This includes, without limitation, any damages for lost profits, lost savings or revenue, loss of data, business interruption, or any other commercial or economic loss, even if we have been advised of the possibility of such damages. We will not be liable for any punitive damages arising out of or related to your use of the Services.

Liability Cap: Insofar as any liability is not legally excludable, Harvest's total cumulative liability to you for any claims arising out of or relating to the Services or these Terms, regardless of the cause of action (whether in contract, tort, strict liability, or otherwise), will not exceed the total amount paid by you to Harvest for the Services in the twelve (12) months immediately preceding the event giving rise to the claim. If you have not paid any amount (for example, if you are on a free plan), Harvest's total liability shall not exceed One Hundred Dollars ($100.00).

Essential Purpose: The parties acknowledge that the limitations of liability in this Section are a basis of the bargain between them, and without such limitations, the fees charged for the Services would likely be higher. You agree that the limitations and exclusions of liability above are fair and reasonable in the circumstances and that they will apply even if any limited remedy fails of its essential purpose.

Exceptions: Nothing in these Terms shall exclude or limit liability to a greater extent than is permitted by applicable law. In particular, nothing herein limits either party's liability for death or personal injury caused by that party's negligence, or for fraud or fraudulent misrepresentation.

11. Indemnification

You agree to indemnify, defend, and hold harmless Harvest and its affiliates, and each of their respective officers, directors, employees, and agents, from and against any and all losses, liabilities, claims, demands, damages, expenses, or costs ("Claims"), including reasonable attorneys' fees, arising out of or related to: (a) your use of the Services in violation of these Terms or any law or regulation; (b) your violation of any rights of a third party, including any actual or alleged infringement of intellectual property, confidentiality, or privacy rights by content you submit to the Services or actions you take using the Services; or (c) your negligence or willful misconduct. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in such case, you agree to cooperate with our defense of such Claim.

12. Governing Law and Jurisdiction

These Terms and any dispute arising out of or in connection with the Services or your use of the Services shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

You agree that any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the courts of the Province of Ontario, Canada, and you hereby irrevocably consent to the personal jurisdiction and venue in such courts. Notwithstanding the foregoing, Harvest reserves the right to seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information.

13. Changes to the Terms

Harvest may modify these Terms as explained in Section 1. If we update the Terms, the updated version will supersede all prior versions. It is your responsibility to review the Terms periodically for updates. We will indicate the last updated date at the top of the Terms. Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Services before the changes take effect.

14. Miscellaneous

Entire Agreement: These Terms (together with the Privacy Policy and any other agreements expressly incorporated by reference) constitute the entire agreement between you and Harvest regarding the Services and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any additional or different terms in any purchase order or other document from you are void, unless expressly agreed to in writing by Harvest.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions of the Terms will remain in full force and effect.

No Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term, and any failure by Harvest to assert a right or provision under these Terms shall not constitute a waiver of that right or provision.

Assignment: You may not assign or transfer these Terms or any rights or obligations herein, in whole or in part, without our prior written consent. Harvest may assign these Terms (in whole or in part) at any time with or without notice to you, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. These Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Relationship of Parties: You and Harvest are independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between us. Neither party has authority to bind the other or act on behalf of the other in any manner.

Force Majeure: Harvest will not be liable for any failure or delay in performance of its obligations hereunder if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, earthquake, fire, flood, embargo, strike, government orders, or network failures.

15. Contact Information

If you have any questions or concerns about these Terms & Conditions, or if you need to contact us for any reason relating to your use of the Services, please reach out to us:

Harvest AI Inc.
Email: hello@useharvest.ca
Address: 1 Wingate Place, Toronto, Ontario, M5N 2P9

We value our users and will do our best to address your questions and resolve any issues. Thank you for choosing Harvest for your accounts receivable management needs.