1. Agreement
By using any Harvest Food Solutions LLC (“Harvest”) DSD application, software, portal, or associated third-party service (each referred to as a “Harvest DSD Solution”), the Customer (“Customer”) agrees to these Terms of Service and all related exhibits and appendices (collectively, the “Agreement”). Use of any Harvest DSD Solution signifies Customer’s acceptance of these terms. If Customer does not agree, they must inform Harvest and refrain from using the Harvest DSD 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 DSD Solution within the specified Term and Territory. This license is limited to Customer and authorized Users only and may not be accessed by any Affiliate or third-party unless a separate Agreement with Harvest is in place. “User” includes Customer’s employees or service providers authorized by Customer to access the Harvest DSD Offerings.
Customer acknowledges that it has not relied on the future availability of new functionality or updates (“Future Updates”) for the Harvest DSD Solution. “Affiliate” is any entity that controls, is controlled by, or is under common control with another entity. “Territory” refers to North America, including the U.S., Canada, and Mexico.

3. Fees
• Quote and SOW: Harvest will issue a Quote detailing fees for the Harvest DSD Solution. Additional fees may apply for training, implementation, or support. If a Statement of Work (“SOW”) follows the Quote, the SOW terms govern in case of conflict. Customer must pay all fees promptly; overdue payments will incur a 1.5% monthly interest rate or the maximum permitted by law. Harvest may adjust fees prospectively with prior notice.
• Monthly Billing: The license for the Harvest DSD Solution will be billed monthly based on the number of contracted users. Licensing requires an annual commitment or can be month-to-month, both billed in advance. Customer is also responsible for data storage fees if usage exceeds standard limits. Harvest reserves the right to change fees for increased consumption upon notice to Customer.

4. Services
Harvest may provide implementation, training, support, or other services (“Services”) as outlined in the Quote or SOW, provided Customer meets its obligations. Support Services will be provided in accordance with Harvest’s Customer Care Plan and Services Agreement. Additional requested services outside of a Quote or SOW will be invoiced separately.

5. Intellectual Property
All rights to the Harvest DSD Offerings remain with Harvest. Certain components are licensed from third parties, and Customer’s rights are limited to those provided to Harvest. Any feedback from Customer on improvements to the Harvest DSD Offerings is assigned to Harvest. Customer is responsible for ensuring that any content used in Services complies with intellectual property laws.

6. Prohibited Uses
Customer shall not, and shall not permit others to: (a) Alter or modify the Harvest DSD Solution.
(b) Display or exploit any Harvest Offering publicly.
(c) Encumber or transfer any Harvest DSD 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 consent.
(i) Violate third-party software licenses.
(j) Resell or sublicense the Harvest DSD Solution.
(k) Access CIS Group Offerings or Harvest DSD Offerings without authorization.
(l) Use the Harvest DSD Solution beyond the limited scope of the license.

7. Third-Party Hardware and Software
The Harvest DSD Solution includes third-party technology and may require a separate Hardware Agreement for hardware provided by Harvest. Certain components are licensed from CIS Group. Customer agrees to comply with all terms of CIS Group’s agreements and policies.

8. Accounts
Customer may need to set up accounts to access Harvest DSD Offerings. Customer and Users must: (i) Keep credentials secure.
(ii) Not share credentials.
(iii) Notify Harvest of security breaches.
(iv) Provide accurate information.
Harvest may use security features to prevent unauthorized use.

9. Privacy
All data inputted into the Harvest DSD 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 begins on the date set in the Quote or SOW and continues as stated 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 necessary licenses.
(d) Customer breaches this Agreement and fails to cure within seven days of notice.
Upon termination, Customer’s access to Harvest DSD Offerings will end, and outstanding payments remain due. Harvest may suspend access if a security risk arises. Sections 5 through 14 survive termination.

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

12. Indemnification
Customer agrees to defend and indemnify Harvest from claims arising from: (a) Breaches of this Agreement.
(b) Gross negligence or intentional misconduct.
(c) Misuse or loss of Input 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 and regulations for using Harvest DSD Offerings, including data privacy and export control laws. The Harvest DSD Offerings are considered “commercial computer software” provided to Customer under “limited rights” and “restricted rights.”

14. Other Terms
This Agreement is subject to Harvest’s Master Services Agreement (“MSA”). In case of conflicting terms, the following precedence applies:
• (a) Quote or SOW terms override this Agreement, the MSA, and other policies.
• (b) Harvest’s Privacy Policy (HPP) governs over this Agreement and the MSA.
• (c) Any Customer Care Plan terms override this Agreement and the MSA.
• (d) This Agreement governs over the MSA, excluding the HPP.
• (e) The MSA governs over all other policies.

If a Customer Care Plan is purchased, it prevails over this Agreement for Customer Care Services.