Welcome to HARVST!

This Services Agreement (“Agreement”) is a legal agreement for the use of the software systems for the monitoring and processing of store inventory, offtake, customer database, and analytics services (“Services”) between Crownwide Holdings, Limited(“us”, our”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the HARVSTSign-up Page. This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us at [email protected].

You may not access or use any of the Services unless you agree to abide by all of the terms and conditions in this Agreement.

This Agreement provides a general description of the Services that the user is availing of.

Section A General Terms: Registration and using your HARVST Account.
Section B HARVST Technology
Section C Payment Terms and Conditions
Section D Data Usage, Privacy and Security
Section E Additional Legal Terms

1. Before using the Services, you mustcreate an account (an “Account”). To register for an Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, address, contact person, email, phone number, business and/or tax identification number, the nature of your business or activities about you that we require.

Upon submission of the completeregistration requirements, your application will be reviewed, and the services will be available to you upon our approval. Application request review and approval takes at least two (2) business days. We reserve the right to deny or reject application requests.

2. Registration and Permitted Activities: Only businesses (including sole proprietors), and other entities or institutions based outside Hong Kong are eligible to apply for an Account to use the Services described in this Agreement.

3. Business Representative: You and your Representative individually affirm that your Representative is authorized to provide the information described in Section A.1.a on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

If you are a sole proprietor, you and your Representative also affirm that your representative is personally responsible and liable for your use of the Services registered under your account, including payment of any amounts owed under this Agreement.

4. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals.

1. We will provide you with support to resolve general issues relating to your Account and issues that prevent you to properly use the Services as intended (“System Errors”). This support includes resources and documentation that we make available to you through our Ticketing System in-App and on our website (collectively, “Documentation”). If you still have questions after reviewing the Documentation, please contact us at [email protected].

1. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (collectively, “Laws”) applicable to your use of the Services:inventory and offtake management, order management and customer sales management and other features (collectively, “Transactions”). As applicable, this may include compliance with domestic and international Laws related to the use or provision of data collation and collection services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

2. Other Restricted Activities: You may not use the Services to facilitate illegal transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to:

   1. access or attempt to access non-public systems, programs, data, or services;
   2. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our mobile device application and website except as expressly permitted by applicable Laws;
   3. utilize the Service to use, transfer, view, circulate, upload, access any and all forms of data you do not own or do not have documented permission and rights of its use from their respective owners
   4. act as service bureau or pass-through agent for the Services;
   5. transfer any rights granted to you under this Agreement;
   6. work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited;
   7. reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws;
   8. perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or
   9. impose an unreasonable or disproportionately large load on the Service.

1. Consent to Electronic Disclosures and Notices: By registering for an Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from us (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

2. Methods of Delivery: You agree that we can provide Notices about the Services to you through our website or by email or text messages to your registered and authorized contact details. Notices may include notifications about your Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.We are not liable for your non-receipt of Notices due to network outage, power outage, device loss, device incompatibility, incorrect contact details provided, network and/or firewall restrictions, and other issues beyond our control.

3. Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your Account (such as through two-step verification), and to provide you with other critical information about your Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your Account and may increase the risk of loss to your business.

4. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated web browser to access the Services and review the Notices provided to you.

5. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Account.

1. Term and Termination: This Agreement is effective upon registration and continues until terminated by us, you, or your representative. You may terminate this Agreement at any time by opening the account settings menu andselecting “close my account”. Your account will be automatically terminated after 60 days from the last paid cycle. We may terminate this Agreement or close your Account at any time for any reason by providing you Notice. We may suspend your Account or terminate this Agreement, if

   1. we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Account;
   2. you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement;
   3. any Law, requires us to do so; or
   4. we are otherwise entitled to do so under this Agreement.

   In addition, upon termination you understand and agree that

   1. all licenses granted to you by this Agreement will end;
   2. we reserve the right but have no obligationto delete all of your information and account data stored on our servers;
   3. we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and
   4. you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

We developand provide access to the web system and mobile application that may be used to access the Services. You may use the them solely as described in the Documentation provided to you using your Account.

You may not use the web system and mobile application for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the Documentation from time to time, and may add or remove functionalities with or without Notice. We will provide you Notice in the event of material changes, deprecations, or removal of functionalities so that you may continue using the Services with minimal interruption.

You own all of your master data, transactional raw data captured, and output reports gathered, processed, and generated from the web system and mobile application. We exclusively own all rights, titles, interests in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Web System, Mobile Application, Services, Dashboard and Report Designs, System Designs, and Documentation (collectively, “HARVST IP”) or any copies thereof. HARVST IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in HARVST IP not expressly granted to you in this Agreement remains reserved to us.

You may choose to, or we may invite you to submit comments or ideas about improvements to the Service, our web system, our mobile application, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, and delivered to us without any restrictions on our use of the Idea. You also agree that we have no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

You are granted a non-exclusive and non-transferable license to electronically access and use the HARVST IP only in the manner described in this Agreement. We do not sell to you the HARVST IP, and you do not have the right to sublicense the HARVST IP. We may make updates to the HARVST IP and/or Services that are available to you.This is automatically and electronically published by us, but we may require action on your part before you may use the updated HARVST IP and/or Services. This includes mobile application updates, or acceptance of new or additional terms of this Agreement. We may revoke or terminate this license at any time if you use HARVST IP in a manner prohibited by this Agreement.

You may not:

1. claim or register ownership of HARVST IP on your behalf or on behalf of others;
2. sublicense any rights in HARVST IP granted by us;
3. import or export any HARVST IP to a person or country in violation of any country’s export control Laws; or
4. use HARVST IP in a manner that violates this Agreement or Laws.

During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a client. If you do not want us to identify you as a client, please notify us at [email protected]. Both you and I may not imply any untrue endorsement, or affiliation between you and us. Upon termination of your Account, both you and I shall remove any public references to the relationship between you and I including anypublic documentations and materials.

We will provide the Services to you for the fees and rates (“Fees”) described on the HARVST Website. The Fees include charges for the set-up, access, support, and for other transactions connected with your Accountsuch as penalties, special handling fees, and miscellaneous fees. We may revise the Fees at any time. However, we will provide you with at least 30 days’ Notice before revisions become applicable to you, or a longer period of Notice if this is required by applicable Law.

1. Your monthly bill for the upcoming month is automatically generated by the system on the 21st day of the current month and is due after 5 days. This is based on the number of web system and/or mobile application users you registered in your Account (“End-User”) on or before the 20th day of the current month.

2. All payments should be settled via our third-party Payment System Provider, PayPal. The Payment Terms may also be amended from time to time and we will provide you with at least 30 days’ Notice before revisions become applicable to you, or a longer period of Notice if this is required by applicable Law. Your continuing use of the Payment Services constitutes your consent and agreement to such additions, removals, and amendments.

3. You agree to abide by all of the terms and conditions specified by PayPal in using their services. We are not liable and responsible for any issues encountered by your use of PayPal services. Should you encounter any issues regarding your PayPal account and payment, please contact the provider immediately.

Fees are exclusive of any applicable taxes, except as expressly stated to the contrary. You have sole responsibility and liability for remitting taxes for your business to the appropriate tax and revenue authorities in your country.

When you register for an Account, you may be asked for financial information, or information we may use to identify you, your Representatives associated with your Account for purposes of payment method and processing. Throughout the term of this Agreement, we may share information about your Account with third-party Payment Systemsin order to verify your eligibility to use the Payment Processing Services with PayPal, establish any necessary accounts or credit with Payment Method Providers, monitor charges and other activity. We are not a bank and we do not accept deposits, provide loans, or extend credit. We do not offer banking or other services regulated by the Hong Kong Monetary Authority.

We reserve the right to reject your application or terminate your Account if you are ineligible for use of PayPal services.

You are immediately responsible for the reporting of disputes and requests for refunds by emailing us at [email protected]. Payment disputes will only be honored and investigated if reported within 60 days from the billing date.We may request for additional information from you to evaluate the disputes and requests for refunds. If substantiated by proof and a refund is warranted, you will be only be issued a credit memo for usage on future billings. If a refund is issued, we will provide you Notice and a description of the cause of the reversal.

If your account becomes dormant and no raw data is coming in for a full monthly billing cycle and you do not give us notice of termination, the monthly billing will continue. To the extent required by Law, we will attempt to provide you Notice if there is no activity on the account for more than a monthly billing period. If we are unable to contact you, we will treat the funds paid in your Account to be abandoned and will deem it forfeited.

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to us by you or End-Users, or received or accessed by you through your use of the Services:

“Personal Data” means any information, whether true or not, that is related to a person, that can be used to specifically identify that person or not, and is transmitted or accessible through the Services.

“User Data” means information that describes your business and its operations, your products or services.

“HARVST Data” means details of the web system and mobile application transactions over HARVST infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from the Services.

The term “Data” used without a modifier means all Personal Data, User Data, and HARVST Data.

We process, analyze, and manageData to:

1. provide Services to you, End-Users, and other users of the Services;
2. mitigate fraud, financial loss, or other harm to you, End-Users, and other users of the Services; and
3. analyze, develop, and improve our products, systems, and tools. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to our use of Data for the purposes and in a manner consistent with this Section.

1. Confidentiality: We will only use Data as permitted by this Agreement, or as otherwise directed or authorized by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement. Neither party may use any Personal Data to market to other parties unless it has received the express consent to do so.

   We may disclose Data if presented by any legal instruments such as a subpoena, court order, search warrant, or applicable laws.

2. Privacy: You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to us – or allow us to collect, use, retain, and disclose – any Data that you provide to us or authorize us to collect, including Data that we may collect directly from End-Users using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to End-Users that we process Transactions (including payment Transactions) for you and may receive Personal Data from you.

   If we become aware of an unauthorized acquisition, disclosure or loss of Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on you.

3. Data Processing:We will always comply with the provisions of applicable Law. If we process any Personal Data on your behalf when performing our obligations under this Agreement, you and I both agree that it is intended that you shall be the data controller and we shall be the data intermediary in relation to that data. We shall process the Personal Data only in accordance with the terms of this Agreement, and we will:

   1. implement appropriate technical and organizational measures to protect the Personal Data that we process; and
   2. not retain Personal Data for longer than requested or necessary in order to fulfill the purposes set forth in this Agreement. As data intermediary, we may appoint sub-processors for parts or all ofour processing of Personal Data and we continue to assume all obligations imposed on us by this Agreement.

   You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data that you provide to us. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted directly or indirectly from your instructions.

Security: We are responsible for protecting the security of Data. We will maintain commercially reasonable administrative, technical, and physical procedures to protect Data from unauthorized access, accidental loss, modification, or breach (“Breach”), and we will comply with applicable Laws when we handle Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures and gain access to Data. You provide Data to us with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implementfirewall systems, anti-virus systems, anti-phishing systems, End-User management protocols, device management policies, data handling policies, and other security measures(“Security Controls”) and any additional controls that meet your specific requirements.In our sole discretion, we may take any action, including suspension of your Account and/or the Services, to maintain the integrity and security of the Services or Data, or to prevent harm to you, End-Users, us, or others. You waive any right to make a claim against us for losses you incur that may result from a Breach or actions we may take to prevent such harm.

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the web system and mobile application, via email, or through other means. Your use of the Services, HARVST IP, or Data after we publishany such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last Updated” date at the top of the Agreement.

You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Account to others without our prior written consent. If you wish to make such an assignment, please contact us at [email protected]. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. We may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any party. Each party to this Agreementis independent.

Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, equipment, and/or other utility failures; labor strife, riots, war, or terrorist attacks; non-performance of our vendors; fires and/or other acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees for Services.

By accepting the terms of this Agreement, you represent and warrant that:

1. you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement;
2. all information you and/or End-Users provide us is accurate and complete;
3. you will comply with all Laws applicable to your business and use of the Services;
4. you and End-Users will at all times act consistently with the terms of this Agreement; and
5. you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

WE PROVIDE THE SERVICES AND HARVST IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES –WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM US TO YOU.

Under no circumstances will we be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or we have been advised of the possibility of such damages. We are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Account, Data, or your failure to use or implement anti-fraud measures and Security Controls. We further deny responsibility for all liability and damages to you or others caused by

1. your access or use of the Services inconsistent with the Documentation;
2. any unauthorized access of servers, infrastructure, or Data used in connection with the Services;
3. interruptions to or cessation of the Services;
4. any bugs, viruses, or other harmful code that may be transmitted to or through the Services;
5. any errors, inaccuracies, omissions, or losses in or to any Data provided to us;
6. third-party content provided by you; or
7. the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by us under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to us during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and us for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and us, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Lawin equity. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement.

The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language.

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to HARVST by you or your Customers, or received or accessed by you through your use of the Services:

"Personal Data" means information, whether true or not, about a specific person (not a company, legal entity, or machine) who can be identified from that information, or from that information and other information that an organization has or is likely to possess and is transmitted to or accessible through the Services.

"HARVST Data" means details of the App transactions over HARVST infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from HARVST or the Services.

"User Data" means information that describes your business and its operations, your products or services, and orders placed by Customers.

The term "Data" used without a modifier means all Personal Data, User Data, and HARVST Data.

HARVST processes, analyzes, and manages Data to:

1. provide Services to you, other HARVST users, and Customers;
2. mitigate fraud, financial loss, or other harm to users, Customers and HARVST; and
3. analyze, develop and improve our products, systems, and tools. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to HARVST's use of Data for the purposes and in a manner consistent with this Section.

1. Confidentiality: HARVST will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Payment Method Rules.

2. Privacy: Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.

You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to HARVST - or allow HARVST to collect, use, retain, and disclose - any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that HARVST processes Transactions (including payment Transactions) for you and may receive Personal Data from you.

If we become aware of an unauthorized acquisition, disclosure or loss of Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on you.

3. Data Processing. HARVST will always comply with the provisions of applicable data protection law. If HARVST processes any Personal Data on your behalf when performing our obligations under this Agreement, HARVST and you both agree that it is intended that you shall be the data controller and we shall be the data intermediary in relation to that data. We shall process the Personal Data only in accordance with the terms of this Agreement, and we will:

   1. implement appropriate technical and organizational measures to protect the Personal Data that we process; and
   2. not retain Personal Data for longer than necessary in order to fulfill the purposes set out in this Agreement. As data intermediary, HARVST may appoint sub-processors for parts of its processing of Personal Data, provided however, that the sub-processor assumes the same obligations as are imposed on HARVST as data intermediary.

You acknowledge that HARVST is reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data that you provide to us. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.

1. HARVST's Security: HARVST is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Payment Method Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to HARVST with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your HARVST Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from such actions we may take to prevent such harm.

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, API, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the "Last Updated" date at the top of the Agreement.

You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your HARVST Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. HARVST may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Payment Method Provider. Each party to this Agreement, and each Payment Method Provider, is an independent contractor.

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Regular Fees for Services rendered.

By accepting the terms of this Agreement, you represent and warrant that:

1. you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement;
2. any information you provide us about your business, products, or services is accurate and complete;
3. any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction;
4. you will comply with all Laws applicable to your business and use of the Services;
5. your employees, contractors and agents will at all times act consistently with the terms of this Agreement; and
6. you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

WE PROVIDE THE SERVICES AND HARVST IP "AS IS" AND "AS AVAILABLE", WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY HARVST OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES - WHETHER FROM HARVST OR ANOTHER HARVST ENTITY, AND WHETHER ORAL OR WRITTEN - CREATES OR IMPLIES ANY WARRANTY FROM HARVST ENTITY TO YOU.

Under no circumstances will any HARVST Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the HARVST Entities have been advised of the possibility of such damages. The HARVST Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your HARVST Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The HARVST Entities further deny responsibility for all liability and damages to you or others caused by

1. your access or use of the Services inconsistent with the Documentation;
2. any unauthorized access of servers, infrastructure, or Data used in connection with the Services;
3. interruptions to or cessation of the Services;
4. any bugs, viruses, or other harmful code that may be transmitted to or through the Services;
5. any errors, inaccuracies, omissions, or losses in or to any Data provided to us;
6. third-party content provided by you; or
7. the defamatory, offensive, or illegal conduct of others. You agree to limit any additional liability not disclaimed or denied by the HARVST Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to HARVST during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

1. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator. Unless the parties agree upon an arbitrator, either party may request a nomination from the Chairman of the SIAC. The place of the arbitration will be Singapore. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Singapore, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

2. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

3. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

4. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the "Award") to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

5. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrators will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

6. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except

   1. as may be necessary to prepare for or conduct the arbitration hearing on the merits,
   2. in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement,
   3. our disclosure of the Award in confidential settlement negotiations, or
   4. as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

7. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section h.11.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and HARVST for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and HARVST, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term "including" or "such as" is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.

All provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement.

The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language.