HarvestEngine is broker-connected automation that helps you run direct indexing and tax-loss harvesting on accounts you already control. You make the trades and accept the risks; we're the toolmaker. These Terms are the agreement between you and Aubrey Holdings, LLC (d/b/a HarvestEngine.ai).
Effective 2026-09-17 · Version 2.1, replacing the version effective 2026-08-15
These Terms of Service ("Terms") are a binding agreement between Aubrey Holdings, LLC, a California limited liability company doing business as HarvestEngine.ai (DBA registered in Santa Clara County, California) ("HarvestEngine," "we," "us," "our"), and you, the individual or entity that creates an account or uses the Service ("you," "your").
"Service" means the HarvestEngine.ai software, websites, applications, application programming interfaces, AI features (including "Shayne"), data, documentation, and related services we make available, and any output of any of them.
"HarvestEngine Parties" means HarvestEngine and its parents, subsidiaries, and affiliates, and each of their respective members, managers, officers, directors, employees, contractors, agents, licensors, suppliers, and service providers.
"Subscription" means a paid plan you purchase under Section 4.
If you accept these Terms on behalf of an entity, you represent that you are authorized to bind that entity, and "you" means that entity. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." No rule of construction against the drafter applies to these Terms.
By creating an account or using HarvestEngine, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the service. You must be at least 18 and able to form a binding contract. If you connect a custodial or a minor's account, you represent that you are the adult custodian authorized to act for it. The service is not directed to children under 13. We record your acceptance of these Terms when you create your account and when we ask you to review a materially updated version.
Electronic records and signatures. You consent to receive these Terms, the Privacy Policy, all disclosures, notices, acknowledgments, renewal reminders, price-change notices, receipts, tax-related information, and all other communications relating to your account and the Service electronically, by email to the address on your account or by posting in the Service, and you agree that your electronic acceptance of these Terms constitutes your signature and has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1 et seq.). To receive electronic communications you need an active email account and a device with internet access and a current browser or PDF reader. You may withdraw this consent, or request a paper copy of any communication, by emailing legal@harvestengine.ai; because the Service is provided entirely online, withdrawing consent means we will close your account, and no fee applies to withdrawing consent or requesting a paper copy. Keep the email address on your account current — notices sent to that address are effective when sent.
HarvestEngine provides software and information tools that connect to a brokerage account you already own, identify potential tax-loss-harvesting and portfolio-management opportunities based on your settings and data, and let you review and approve trades.
No advice; no reliance. HarvestEngine is not an investment adviser, broker-dealer, or fiduciary, and nothing it provides is investment, legal, accounting, or tax advice. Outputs — including harvesting opportunities, replacement candidates, rankings, projections, and AI-generated summaries (from "Shayne," our AI assistant) — are generated by models applied to data from your connected account and the settings you provide, which means they reflect your holdings and the information you give us. They are not a determination that any security or strategy is suitable for you, they do not take account of your complete financial circumstances, objectives, risk tolerance, or the accounts and holdings you have not connected, and they are not a substitute for advice from a professional who does. You are solely responsible for every trade placed in your account. You should not rely on HarvestEngine as a substitute for your own judgment or for advice from a licensed professional. HarvestEngine is not registered as an investment adviser or broker-dealer, and does not act as your broker or custodian. Where any duty is imposed on us by applicable law, nothing in these Terms waives it, and any provision of these Terms that would do so is severable and of no effect. Investing involves risk, including loss of principal; past or hypothetical performance does not predict future results.
Short overlay. If you enable the short overlay, additional risk applies: short positions can lose more than 100% of the position value, and losses are theoretically unlimited. The Service is designed so that live short trading becomes available to you only after you have reviewed and acknowledged a 30-day paper-shadow report, and you agree not to enable or attempt to enable live short trading before doing so. This is a control on your use of the Service and not a warranty, guarantee, or representation about the Service's operation; Sections 8 and 9 apply to it in full. Do not enable shorts unless you understand and accept these risks.
You are responsible for the security of your credentials and for all activity under your account. You authorize HarvestEngine to connect to the brokerage account(s) you link, to read data, and to route orders to your broker in two circumstances: (a) when you review and approve a specific proposed trade, and (b) if you choose to enable automation, when a proposed trade satisfies the automation rules you configured in advance. You acknowledge that under (b), orders may be placed in your brokerage account that you have not individually reviewed or approved, and that HarvestEngine — not you — selects the specific securities, quantities, and timing within the rules you set. You may change or disable automation at any time in Settings, and you may revoke the broker connection at any time from your broker. Automation is off by default. HarvestEngine does not take custody of your assets, does not hold your funds or securities, and never deducts fees from your brokerage account. Your broker (E*TRADE today; others on the roadmap) is the regulated intermediary, and your brokerage relationship is governed by your agreement with your broker.
Brokerage acknowledgement. By connecting a brokerage account (including an E*TRADE from Morgan Stanley account) and using the service, you acknowledge and agree that: (a) your brokerage (for E*TRADE accounts, Morgan Stanley Smith Barney LLC — the "Brokerage") is not responsible for the functionality of HarvestEngine or for any results obtained from using it; (b) your Brokerage does not endorse HarvestEngine and makes no representations or warranties regarding its performance, and HarvestEngine is not affiliated with, endorsed by, or sponsored by E*TRADE from Morgan Stanley or any other brokerage; and (c) your Brokerage is indemnified and held harmless by you from any liabilities that arise as a result of your use of HarvestEngine. Orders submitted through a brokerage API are not vetted until they reach the brokerage's systems and may be rejected by the brokerage. This Section 3 survives termination of these Terms and closure of your account.
4.1 Automatic renewal. YOUR SUBSCRIPTION AUTOMATICALLY RENEWS. Paid plans are billed in advance through our payment processor, Stripe. Unless you cancel, your subscription will automatically renew at the end of each billing period — monthly for monthly plans and annually for annual plans — and your payment method will be charged the then-current price for the renewal term, on a recurring basis, until you cancel. You authorize us and Stripe to charge your payment method for each renewal. The current price, billing frequency, and renewal term for your plan are the ones disclosed to you on the checkout page before you provided your billing information and in the confirmation email we sent you when you subscribed.
4.2 Confirmation. Promptly after you subscribe, we will send you, at the email address on your account, an acknowledgment you can retain that states the automatic-renewal terms, the price and billing frequency, our cancellation policy, and the steps to cancel.
4.3 Renewal reminders. For annual plans, we will send you a reminder at least 15 days and no more than 45 days before each renewal date, stating that your subscription will renew, the renewal date, the amount that will be charged, and how to cancel. For any free trial or promotional period longer than 31 days, we will send you a reminder at least 3 days and no more than 21 days before it converts to a paid subscription, stating the date of conversion, the amount that will be charged, and how to cancel before you are charged. For monthly plans, we will send you a reminder at least once every twelve months stating the product, the renewal frequency, the amount charged, and how to cancel.
4.4 Price changes. We may change the price of your plan for future billing periods. We will notify you at the email address on your account no less than 7 and no more than 30 days before the new price takes effect, and the notice will state the new price, the date it takes effect, and how to cancel before then. A price change will not take effect for you until the next billing period beginning after that notice period, and you may cancel at any time before it takes effect. Continuing to use the Service is not acceptance of a price increase; if you do not cancel before the new price takes effect, the renewal charge at the new price is made under the authorization in Section 4.1 and the notice in this Section 4.4.
4.5 How to cancel. You may cancel at any time, and cancelling is as easy as subscribing. If you subscribed online, you may cancel online: sign in and use the "Cancel subscription" control in Account Settings → Billing, which cancels your subscription immediately upon confirmation without any further steps, without contacting us, and without navigating any retention offer. If we present you with a discount or other offer during cancellation, a clearly and prominently displayed "Cancel subscription" control will be displayed at the same time, and selecting it will complete the cancellation. You may also cancel by emailing support@harvestengine.ai from the email address on your account, or by any other method through which you signed up. Cancellation takes effect at the end of the current paid period, and you keep access until then. We do not require you to call, chat, or speak with anyone to cancel.
4.6 Refunds. Except where required by law, fees already paid are non-refundable and we do not provide partial-period refunds. Nothing in this Section limits any refund right you have under applicable law, including the California Automatic Renewal Law.
4.7 Free and paper-only tiers. Free or paper-trading tiers may be offered, modified, or discontinued at our discretion. If a free or trial tier converts to a paid subscription, we will disclose the conversion terms and obtain your consent before charging you, and Sections 4.3 and 4.5 apply.
4.8 Records. We retain verification of your consent to these automatic-renewal terms for at least three years, or one year after your subscription ends, whichever is longer.
4.9 California residents. If you are a California resident, the automatic-renewal terms in this Section 4 are also presented to you separately and in visual proximity to the request for your consent before we collect your billing information, as required by California Business and Professions Code sections 17600 et seq. You may cancel as described in Section 4.5, and you may contact us at support@harvestengine.ai, or through our contact page, with any question about your subscription.
If you opt in to text messages, you consent to receive transactional SMS from HarvestEngine in four categories: (a) trade-approval links, (b) account-security alerts (broker-connection expirations, automation pauses, kill-switch activations), (c) post-execution trade summaries, and (d) replies when you text us. These are recurring messages; message frequency varies with your activity, and a dormant account receives none. Message and data rates may apply. To stop, reply STOP, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE, or OPTOUT to any message — or email support@harvestengine.ai, or turn texts off in Account → Notifications. You do not have to use one of those words: opt out written as two words, or any other clear request to stop, works too. We honor any reasonable method of revocation, and in all cases within 10 business days. Reply HELP for help. Consent to receive texts is not a condition of buying a subscription, and you can sign in without it — Google, Microsoft, Apple, email and password, and email magic link are all available. Passwordless sign-in by text is disabled. Requested one-time codes, including two-factor verification codes, are a separate matter: they are not part of the optional recurring text program and are sent because you requested them. SMS is currently the only second factor we support, so if you turn on two-factor authentication and then stop your texts, you will need to turn two-factor authentication off to keep signing in. Opting out also stops trade-approval links and security alerts by text; those remain available in the app. The complete opt-in flow, the exact consent language shown at sign-up, and sample messages are on the SMS Terms & Opt-In page, which is incorporated into these Terms by reference. Carriers are not liable for delayed or undelivered messages.
No mobile information — including your phone number, your SMS opt-in, and the fact that you consented to receive texts — is ever shared, sold, rented, or leased to any third party or affiliate for their marketing or promotional purposes. We share your phone number only with our messaging provider (Twilio Inc.) for the sole purpose of delivering the messages described above; that is a service-provider relationship, and Twilio is contractually prohibited from using your number for any purpose other than that delivery. Text-messaging opt-in and consent data is excluded from every category of information sharing described in our Privacy Policy and will not be shared with any third party for any purpose other than message delivery.
HarvestEngine grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for the management of brokerage accounts that you own or over which you hold lawful authority, and not on behalf of any third party, in accordance with these Terms and any plan limits applicable to your Subscription. You may not: scrape, reverse-engineer, or copy the service or its models; resell or provide the service to third parties; interfere with its operation or security; use it unlawfully; or misrepresent your identity or authority over a linked account. All software, models, content, and trademarks are and remain HarvestEngine's (or our licensors') property. Third-party names (including your broker's) are the marks of their owners; their use here does not imply affiliation or endorsement.
The service displays market data from third-party sources, including your broker and our market-data provider, Tiingo.com. This data may be delayed or inaccurate, is provided for informational purposes only, is not a recommendation or a basis for any trading decision, and may not be copied or redistributed. Market data is provided "as is" without warranty, and the data providers are not liable for any decision you make based on it.
THE SERVICE IS PROVIDED BY THE HARVESTENGINE PARTIES "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE HARVESTENGINE PARTIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY HARVESTING OPPORTUNITY OR PROJECTION WILL BE REALIZED, OR THAT ANY TAX OR INVESTMENT OUTCOME WILL RESULT. THIRD-PARTY DATA (INCLUDING MARKET QUOTES AND BROKER RESPONSES) MAY BE DELAYED, INCOMPLETE, OR INACCURATE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION 8 DISCLAIMS ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED, AND ANY IMPLIED WARRANTY THAT CANNOT BE DISCLAIMED IS LIMITED IN DURATION TO THE SHORTER OF THIRTY (30) DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HARVESTENGINE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITY, LOST DATA, TRADING LOSSES, OR TAX LIABILITIES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE HARVESTENGINE PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE FEES YOU PAID TO HARVESTENGINE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) US $100. THESE LIMITATIONS ARE AN AGREED AND ESSENTIAL ALLOCATION OF RISK BETWEEN YOU AND US, ARE REFLECTED IN THE PRICE OF THE SERVICE, AND APPLY IN THE AGGREGATE ACROSS ALL CLAIMS AND ALL HARVESTENGINE PARTIES, NOT PER CLAIM OR PER PARTY. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR WILFUL INJURY TO THE PERSON OR PROPERTY OF ANOTHER, FOR VIOLATION OF LAW WHETHER WILFUL OR NEGLIGENT, FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE (CALIFORNIA CIVIL CODE SECTION 1668). SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE EXCLUSIONS OR LIMITATIONS, SO SOME MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
10.1 Your indemnity. You will defend, indemnify, and hold harmless the HarvestEngine Parties (each, an "Indemnified Party") from and against any third-party claim, demand, suit, or proceeding, and any resulting loss, damage, liability, settlement, or expense (including reasonable attorneys' fees), arising out of or relating to: (a) trades or other transactions you authorized or that were executed under automation rules you enabled; (b) tax positions you took or tax filings you made; (c) your breach of these Terms; (d) your violation of any law or of any third-party right, including any right of a joint owner, beneficiary, or account holder of a linked brokerage account; or (e) your misrepresentation of your identity or of your authority over a linked account.
10.2 Exclusions. Your obligations under Section 10.1 do not apply to the extent a claim arises from an Indemnified Party's own negligence, gross negligence, wilful misconduct, fraud, violation of law, or breach of these Terms, and do not extend to any claim you bring against an Indemnified Party.
10.3 Procedure. The Indemnified Party will promptly notify you of any claim for which it seeks indemnity (a failure to give prompt notice relieves you of your obligations only to the extent you are materially prejudiced), will give you sole control of the defense and settlement of the claim with counsel of your choosing reasonably acceptable to it, and will cooperate with you at your expense. You may not settle any claim in a manner that imposes any liability or obligation on, or requires any admission by, an Indemnified Party without its prior written consent, not to be unreasonably withheld. The Indemnified Party may participate in the defense at its own expense.
10.4 Our indemnity to you. We will defend you against any third-party claim alleging that the Service, as provided by us and used by you in accordance with these Terms, infringes that third party's United States patent, copyright, or trademark or misappropriates its trade secret, and we will pay the resulting damages finally awarded or amounts we agree to in settlement, provided you promptly notify us, give us sole control of the defense and settlement, and reasonably cooperate. This Section 10.4 does not apply to claims arising from your combination of the Service with anything not supplied by us, your modification of the Service, your use of the Service other than as permitted by these Terms, or any third-party market data or brokerage system. Our total liability under this Section 10.4 is subject to the limitation in Section 9.
10.5 Survival. This Section 10 survives termination of these Terms and closure of your account.
These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. Except for claims subject to arbitration under Section 12, and except for a small-claims action permitted by Section 12.8, you and HarvestEngine agree that the state and federal courts located in Santa Clara County, California have exclusive jurisdiction over any action arising out of or relating to these Terms or the Service, including any action to compel arbitration, to stay proceedings pending arbitration, to seek provisional relief in aid of arbitration, to enforce or vacate an arbitral award, or to determine any claim severed to court under Section 12.6 or Section 12.11; you and HarvestEngine each consent to personal jurisdiction and venue there and waive any objection based on inconvenient forum. Nothing in this Section 11 deprives you of the protection of any mandatory consumer-protection provision of the law of the state in which you reside.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIMS. IT REQUIRES MOST DISPUTES BETWEEN YOU AND US TO BE RESOLVED BY INDIVIDUAL, BINDING ARBITRATION.
12.1 Scope; Federal Arbitration Act. This Section 12 applies to any dispute, claim, or controversy between you and any HarvestEngine Party arising out of or relating to these Terms, the Service, any Subscription, any communication between us, or the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, on, or after the date you accepted these Terms (each, a "Dispute"). These Terms evidence a transaction involving interstate commerce, and this Section 12 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. This Section 12 survives termination of these Terms and closure of your account.
12.2 Informal resolution first (required). Before commencing an arbitration or a small-claims action, the complaining party must first send the other a written Notice of Dispute. Your Notice of Dispute must be sent to legal@harvestengine.ai and to Aubrey Holdings, LLC at its address for notices in Section 15, and must include: your name, the email address associated with your account, a description of the Dispute, the specific relief you seek, and your signature. Our Notice of Dispute will be sent to the email address on your account. The parties will then negotiate in good faith for sixty (60) days from receipt of the Notice, and either party may request an individualized telephone or videoconference settlement conference during that period, at which each party may appear with counsel. Compliance with this Section 12.2 is a condition precedent to commencing arbitration; either party may seek a court order enjoining an arbitration filed without a compliant Notice. The applicable statute of limitations and any arbitration fee deadlines are tolled during the 60-day period.
12.3 Binding individual arbitration. If the Dispute is not resolved under Section 12.2, it will be resolved exclusively by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for all other claims), together in each case with the JAMS Consumer Arbitration Minimum Standards and, where applicable under Section 12.7, the JAMS Mass Arbitration Procedures and Guidelines, each as in effect when the arbitration is commenced (collectively, the "JAMS Rules"), and not in court. The JAMS Rules are available at jamsadr.com or by calling 1-800-352-5267. If JAMS is unavailable or declines to administer the arbitration consistent with this Section 12, the parties will agree on a substitute administrator, and failing agreement, either party may ask a court of competent jurisdiction to appoint one under 9 U.S.C. § 5. The arbitration will be conducted by a single arbitrator. Unless the parties agree otherwise, any in-person hearing will take place in the county of your residence, and you may elect instead to proceed by documents only, by telephone, or by videoconference. The arbitrator may award any individual relief a court could award under applicable law, including statutory damages and attorneys' fees where a statute so provides, subject to Sections 8 and 9. The arbitrator will issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction.
12.4 Arbitration fees. For any arbitration you commence, you are responsible only for the consumer filing fee provided by the JAMS Consumer Arbitration Minimum Standards (currently $250), and HarvestEngine will pay all remaining JAMS administrative fees, case-management fees, and arbitrator compensation. If HarvestEngine commences an arbitration against you, HarvestEngine will pay all fees. If the arbitrator determines your claim was frivolous or brought for an improper purpose, the arbitrator may reallocate fees as permitted by the JAMS Rules and applicable law. Nothing in this Section requires you to bear any fee or cost that would render this Section 12 unenforceable under applicable law, and if a court or arbitrator so determines, HarvestEngine will pay that fee or cost.
12.5 Class-action waiver; no consolidation. YOU AND HARVESTENGINE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.6. The arbitrator may award relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator may not preside over any form of class or representative proceeding and, except under Section 12.7, may not consolidate the claims of more than one person without the written consent of all affected parties.
12.6 Public injunctive relief (California). Notwithstanding anything to the contrary, nothing in these Terms waives, limits, or precludes your right to seek public injunctive relief — that is, injunctive relief having the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public — in any forum in which it is available to you. If a claim for public injunctive relief is asserted, that claim alone is severed from arbitration and will be brought exclusively in the state or federal courts located in Santa Clara County, California, and will be stayed pending the conclusion of the arbitration of all other claims between the parties. All other claims, including any claim for damages or restitution, remain subject to arbitration under this Section 12.
12.7 Mass arbitration. If twenty-five (25) or more Notices of Dispute raising substantially similar claims are submitted by or with the assistance or coordination of the same law firm or organized group within a 90-day period, those claims will be administered under the JAMS Mass Arbitration Procedures and Guidelines then in effect, including its process-arbitrator and staged-fee provisions. The parties will cooperate in good faith with JAMS to sequence and administer such claims. Nothing in this Section 12.7 alters the individual nature of each claim, deprives any claimant of an individualized determination on the merits, or extends any applicable statute of limitations, and any period during which a claimant's individual arbitration is stayed under those Procedures tolls that claimant's limitations period.
12.8 Small-claims exception. Either party may instead bring an individual claim in a small-claims court of competent jurisdiction, if the claim qualifies for and remains within that court's jurisdictional limits and is brought on an individual (non-class, non-representative) basis. If a small-claims action is appealed, removed, transferred, or otherwise proceeds outside the small-claims court, or is amended to exceed that court's jurisdictional limits or to assert class or representative claims, it must instead be resolved by arbitration under this Section 12, and either party may compel arbitration at that point.
12.9 Injunctive relief for intellectual property. Notwithstanding Section 12.3, either party may bring an individual action in the courts identified in Section 11 seeking temporary or preliminary injunctive relief to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights, pending the arbitrator's determination of the merits.
12.10 Delegation. Except as expressly provided in Sections 12.6, 12.8, 12.9, and 12.11, the arbitrator — and not any federal, state, or local court — has exclusive authority to resolve all disputes concerning the interpretation, applicability, enforceability, unconscionability, or formation of this Section 12, including any claim that all or any part of it is void or voidable, and including any dispute about whether Section 12.2 has been satisfied. However, a court of competent jurisdiction, and not the arbitrator, will decide any dispute concerning the interpretation, applicability, enforceability, or validity of the class-action waiver in Section 12.5.
12.11 Severability and effect (blow-up). (a) If the class-action waiver in Section 12.5 is found unenforceable as to a particular claim or request for relief, then that claim or request for relief alone is severed from arbitration and will be brought exclusively in the courts identified in Section 11, and all remaining claims will continue in arbitration under this Section 12. (b) Notwithstanding subsection (a), if the class-action waiver in Section 12.5 is found unenforceable in a manner that would require class, collective, consolidated, or representative arbitration, then this entire Section 12 is null and void as to the claims at issue, and those claims will be brought exclusively in the courts identified in Section 11. Under no circumstances will the parties be required to arbitrate on a class, collective, consolidated, or representative basis. (c) If any other provision of this Section 12 is found unenforceable, that provision will be severed and the remainder of this Section 12 enforced, except that Sections 12.5 and 12.6 may not be severed from each other in a manner that would waive public injunctive relief in every forum.
12.12 Your right to opt out. You may opt out of this Section 12 (other than Section 12.2) by emailing legal@harvestengine.ai with the subject line "Arbitration Opt-Out" within 30 days after you first accept these Terms, stating your name, the email address on your account, and an unambiguous statement that you decline arbitration. If we materially amend this Section 12, you will have a new 30-day opt-out right running from the date we notify you of the amendment, exercised the same way. Opting out affects only this Section 12; every other provision of these Terms, including Section 11, continues to apply, and opting out will not subject you to any adverse action.
12.13 No retroactive amendment. Any amendment to this Section 12 applies only to Disputes for which no Notice of Dispute was submitted before the amendment's effective date. The version of this Section 12 in effect when a Notice of Dispute is submitted governs that Dispute.
You may close your account at any time. Open positions stay at your broker — closing your HarvestEngine account just stops new automated trades and lets your existing broker token expire. We may suspend or terminate your access if you breach these Terms, if required by law, if your broker connection is revoked, or to protect the security or integrity of the service. We will give notice where practicable. The following survive termination or expiration of these Terms and closure of your account: Section 2 (what HarvestEngine is and is not), Section 3 (your account and connected brokerage, including the Brokerage acknowledgement and indemnity), any payment obligation accrued under Section 4 before termination, Section 6 (acceptable use, intellectual property, and licence, other than the licence grant itself, which terminates), Sections 7 through 12, this Section 13, Section 15, and Sections 17 and 18, together with any other provision that by its nature is intended to survive.
We may update these Terms from time to time. For material changes — including changes to how we handle your data or money, to the fees you pay, or to your legal rights under Sections 8 through 12 — we will post the updated Terms with a new effective date and ask you to review and accept them the next time you sign in, showing you a summary of what changed before you accept. The updated Terms govern your use from the point you accept them. Until you accept, the version you last accepted continues to govern. If you do not want to accept a material change, you may stop using the Service and close your account, and the version you last accepted will have governed your use up to that point. Non-material corrections (typographical errors and formatting) take effect on posting with a "Last updated" bump and no separate acceptance; we will not treat a change that expands your obligations or reduces your rights as non-material.
Limits on changes. (a) No change to Section 12 applies retroactively. Any amendment to Section 12 applies only to disputes for which no Notice of Dispute was submitted before the amendment's effective date, and if we materially amend Section 12 you will have a new 30-day right to opt out under Section 12.12. (b) No change to the price of your subscription takes effect except as provided in Section 4.4, and continued use of the Service is not acceptance of a price increase. (c) We will not apply any amendment to these Terms retroactively to conduct or events occurring before its effective date.
Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and HarvestEngine for the self-service product and supersede prior discussions. Enterprise or institutional customers may separately negotiate and sign a Master Subscription Agreement; where one has been executed, that signed agreement governs for that customer only. Absent a signed agreement, these Terms govern.
Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be reformed to the minimum extent necessary to make it enforceable and to give effect to the parties' intent, or if it cannot be so reformed, severed, and the remaining provisions will continue in full force and effect. This paragraph is subject to Section 12.11, which governs severability within Section 12.
No waiver. No failure or delay in exercising any right under these Terms operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving party.
Assignment. You may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without our prior written consent; any attempted assignment in violation of this paragraph is void. We may assign these Terms, in whole or in part, without your consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or of the business to which these Terms relate. These Terms bind and benefit the parties and their permitted successors and assigns.
Force majeure. We will not be liable for any delay or failure to perform caused by circumstances beyond our reasonable control, including acts of God, fire, flood, earthquake, epidemic, war, terrorism, civil unrest, labour disputes, governmental action, changes in law, market disruptions or exchange halts, failures or outages of a brokerage, market-data provider, payment processor, cloud host, telecommunications carrier, or other third-party service, denial-of-service or other malicious attacks, and internet or power failures. If such an event continues for more than 30 consecutive days, either party may terminate the affected Subscription on notice, and we will refund any prepaid, unused fees for the terminated period.
Notices. Notices to us must be sent to legal@harvestengine.ai and are effective on the business day after transmission, provided no bounce or delivery-failure message is received; a Notice of Dispute under Section 12.2 must also be sent by first-class mail to Aubrey Holdings, LLC at 1401 21st Street STE R, Sacramento, CA 95811. Notices to you will be sent to the email address on your account or posted in the Service, and are effective when sent or posted. You are responsible for keeping your email address current. Service of legal process is governed by Section 16.
No third-party beneficiaries. Except as expressly provided in Section 3 (your Brokerage) and Section 9 (the HarvestEngine Parties), these Terms confer no rights or remedies on any person other than you and HarvestEngine, and no other person may enforce any provision of these Terms.
Relationship; interpretation. Nothing in these Terms creates a partnership, joint venture, agency, employment, advisory, or fiduciary relationship between you and any HarvestEngine Party. Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies. These Terms may be accepted electronically and in counterparts.
The fastest way to reach us is through our contact page, which routes your message to the team that handles the topic. For contractual and legal notices under these Terms, including a Notice of Dispute under Section 12.2 and an arbitration opt-out under Section 12.12, you may email legal@harvestengine.ai.
Service of legal process must be made on Aubrey Holdings, LLC through its registered agent for service of process on file with the California Secretary of State; we do not accept service of process by email.
You represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"); (b) you are not a person listed on OFAC's Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Denied Persons, Entity, or Unverified Lists, the U.S. Department of State's debarred parties list, or any other U.S. government restricted-party list, and you are not owned 50% or more, directly or indirectly, in the aggregate, by any such person; and (c) you will not use the Service in violation of any U.S. export control, sanctions, or anti-money-laundering law, or for the benefit of any person described in clause (a) or (b). You will not export, re-export, or transfer the Service or any output of it in violation of the U.S. Export Administration Regulations or any other applicable export law. We may suspend or terminate your access immediately and without notice if we determine, in our reasonable judgment, that continued provision of the Service would violate this Section or expose us to legal or regulatory risk, and we may report such determinations to the relevant authorities. This Section survives termination.
We respect intellectual property rights and will respond to notices of alleged copyright infringement relating to material stored on the Service at the direction of a user, consistent with the Digital Millennium Copyright Act, 17 U.S.C. § 512. Send notices to our designated agent: Copyright Agent, Aubrey Holdings, LLC, legal@harvestengine.ai (and to 1401 21st Street STE R, Sacramento, CA 95811). Your notice must include: a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; identification of the copyrighted work claimed to have been infringed; identification of the material claimed to be infringing and information reasonably sufficient to let us locate it; your contact information; a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner. If you believe material was removed in error, you may submit a counter-notice containing the elements required by 17 U.S.C. § 512(g)(3). We may terminate the accounts of repeat infringers. Misrepresentations in a notice or counter-notice may subject you to liability under 17 U.S.C. § 512(f).
HarvestEngine.ai is a product of Aubrey Holdings, LLC, a California limited liability company (DBA registered in Santa Clara County, California). HarvestEngine is software, not a registered investment adviser, and does not provide investment, tax, or legal advice.