1. Agreement
By using the Harvest Food Solutions LLC (“Harvest”) Business Intelligence (“BI”) application, software, portal, or related third-party service (each referred to as a “Harvest BI Solution”), the Customer (“Customer”) agrees to abide by these Terms of Service and all related exhibits and appendices (collectively, the “Agreement”). Customer’s use of any Harvest BI Solution signifies acceptance of these terms. If Customer does not agree to these terms, Customer must inform Harvest and refrain from using the Harvest BI Solution.

2. License
Subject to strict compliance with this Agreement, Harvest grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Harvest BI Solution within the specified Term and Territory. This license is limited to Customer and its authorized Users and cannot be accessed or used by any Affiliate or third-party without a separate agreement with Harvest. “User” includes Customer’s employees or service providers authorized by Customer to access Harvest BI Offerings.
Customer acknowledges no reliance on the availability of future programs, functionality, or updates (“Future Updates”). “Affiliate” is any entity with control over, or under shared control with, another entity, as defined by majority voting interest or managerial direction. “Territory” refers to the United States, Canada, and Mexico.

3. Fees
Harvest will issue a Quote detailing fees for the Harvest BI Solution, which may include fees for additional training, implementation, support, or other services (“Harvest BI Offerings”). Any conflicting terms between the Quote and a subsequent Statement of Work (“SOW”) will be governed by the SOW. Customer must pay all fees and costs promptly, with overdue payments subject to a 1.5% monthly interest rate or the maximum rate allowed by law.
The license for the Harvest BI Solution will be billed monthly, with fees subject to potential changes based on software provider adjustments.

4. Services
Harvest may agree to provide additional services such as implementation, training, or support as outlined in the Quote or SOW, provided Customer complies with this Agreement. Support services will be governed by Harvest’s Customer Care Plan and related agreements. Any additional requested services outside of a Quote or SOW will be invoiced separately.

5. Intellectual Property Ownership and Third-Party Licenses
All rights to the Harvest BI Offerings remain with Harvest. Certain components are licensed from third parties, and Customer’s rights are limited to those provided to Harvest. Feedback from Customer is automatically assigned to Harvest. Customer is responsible for ensuring the accuracy, legality, and quality of any Customer Content used within the Services and must ensure compliance with intellectual property rights.

6. Prohibited Uses
Customer shall not, and shall not permit others to: (a) Alter or modify the Harvest BI Solution.
(b) Display or exploit any Harvest Offering publicly.
(c) Encumber or transfer any Harvest BI Solution.
(d) Reverse engineer or attempt to derive source code.
(e) Circumvent security protocols.
(f) Apply methods intended to extract source code or formulas.
(g) Remove or alter intellectual property notices.
(h) Release any performance evaluation without Harvest’s written consent.
(i) Violate third-party software licenses.
(j) Resell or sublicense the Harvest BI Solution.
(k) Access the Power BI Software or Harvest BI Offerings without authorization.
(l) Use the Harvest BI Solution beyond the limited scope of the license granted.

7. Third-Party Hardware and Software
The Harvest BI Solution includes third-party technology, including Microsoft’s Power BI software. Customer and its Users must comply with all Microsoft agreements, including the Microsoft Customer Agreement. Any hardware provided by Harvest is governed by a separate Hardware Agreement.

8. Accounts
Customer may need to download client applications or create accounts to access Harvest BI Offerings. Customer and Users must: (i) Keep credentials secure.
(ii) Not share credentials.
(iii) Notify Harvest of security breaches.
(iv) Provide accurate and up-to-date information.
Harvest may use security features to prevent unauthorized use.

9. Privacy
All data inputted into the Harvest BI Solution is governed by Harvest’s Privacy Policy (“HPP”). Customer is responsible for ensuring compliance with applicable data privacy laws, except where specified in the HPP.

10. Term and Termination
This Agreement is effective from the date set in the Quote or SOW and continues as stated therein unless terminated earlier. Harvest may terminate if: (a) Customer is insolvent or seeks creditor protection.
(b) Customer’s actions create security risks or liability.
(c) Harvest’s third-party licensors terminate licenses required for the BI Solution.
(d) Customer breaches this Agreement or Microsoft’s terms and fails to cure within seven (7) days of notice.
Upon termination, Customer and Users must cease all access, and any outstanding payments remain due. Harvest may suspend access if a security risk arises. Sections 5, 6, 7, and 10-14 survive termination.

11. Warranty Disclaimer
Harvest provides the BI Offerings without warranties, express or implied, including implied warranties of merchantability and fitness for purpose. Harvest does not guarantee uninterrupted or error-free operation of the Harvest BI Offerings.

12. Indemnification
Customer agrees to defend and indemnify Harvest from claims arising from: (a) Breaches of this Agreement or third-party terms.
(b) Gross negligence or intentional misconduct.
(c) Improper handling of personal data.
(d) Infringement of intellectual property rights.
Harvest reserves the right to control the defense of such claims.

13. Compliance
Customer must comply with all applicable laws, including data privacy and export control laws. Customer’s use of the Harvest BI Offerings is contingent on such compliance.

14. Other Terms
This Agreement is subject to Harvest’s Master Services Agreement (“MSA”). In case of conflicts, the following precedence applies: (a) The Quote or SOW overrules this Agreement, the MSA, and other policies.
(b) The HPP governs over this Agreement and the MSA.
(c) This Agreement governs over the MSA, except the HPP.
(d) The MSA governs over any other policies.

If Customer purchases a Customer Care Plan, that plan’s terms take precedence for customer care services.