Terms of Service

These terms govern use of the EagleEnforce™ website and application (together, the "Service"), provided by LaFountain Design, doing business as EcommEagle^®, of 170 Highland Rd, Ste 1, Massena, NY 13662, United States ("we", "us", "our"). EagleEnforce is part of the EcommEagle family of software.

1. Acceptance of terms

By creating an account, accessing or using the Service you agree to these terms and to the Privacy Policy. If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you confirm that you are authorized to bind that organization, and "you" means that organization.

These terms incorporate the Refund & Cancellation Policy and the Privacy Policy by reference.

2. Description of the Service

EagleEnforce is subscription software for brands and manufacturers that run Minimum Advertised Price ("MAP") monitoring and enforcement programmes. Depending on your plan and configuration, the Service can provide:

• product and catalog management, and MAP policies with effective dates and promotional windows;
• dealer and storefront records, listing discovery and monitoring of publicly advertised prices;
• verification of suspected violations, and evidence captures of public pages;
• seller records, cases, enforcement workflows, notices and cure windows;
• notifications, team accounts, billing and support.

The Service is software that records information and carries out the workflow you configure. It is not a legal service, a collections service, or a substitute for professional advice.

Monitoring uses a defined sequence of states: a listing seen below your MAP is first a candidate; it becomes confirmed only after the number of consecutive low reads your rules require; and it becomes resolved after the compliant reads your rules require. A single low-price observation is not necessarily a confirmed violation. Whether a confirmed violation automatically opens a case is a setting you control.

3. User accounts and organizations

An account belongs to an organization. You must give accurate registration information, verify your email address, keep credentials confidential, and use the second-factor verification the Service offers. You are responsible for activity that occurs under your account and for the acts of your authorized users. Tell us promptly at support@ecommeagle.com if you believe an account has been compromised.

You must be at least 18 years old and use the Service for business purposes. Accounts are for the organization that opened them; do not share one login between people.

4. Roles and authorized users

Organizations can invite users and assign a role. Roles currently include owner, manager, analyst and viewer, and they determine what a user may see and do; certain actions, including cancelling a subscription, are restricted to an owner. Your plan sets the number of user seats available, and that number is shown in the application.

You are responsible for choosing who to invite, for the roles you give them, and for removing users who should no longer have access. Actions taken by a user with sufficient permission are treated as authorized by you. In particular, approving a notice requires at least the manager role, and a notice approved by any such user is treated as approved by you.

5. Acceptable use

You may not, and may not permit anyone else to:

• use the Service for any unlawful purpose, or in a way that violates a third party's rights;
• use the Service to coordinate prices with a competitor, or in any way that would breach competition or antitrust law;
• use the Service to monitor individuals rather than businesses, or to harass, threaten or defame anyone;
• access, or attempt to access, an account, organization or dataset that is not yours;
• attempt to bypass authentication, authorization, rate limits, plan limits or other technical controls;
• ask us, or attempt to configure the Service, to read a website in a way that defeats its access rules, or to read pages behind a login or paywall;
• interfere with, overload or disrupt the Service or the infrastructure it runs on;
• probe or test the security of the Service without our prior written permission;
• introduce malware, or use the Service to distribute it;
• use the Service fraudulently, or misrepresent your identity or authority;
• share, sell or transfer credentials, or resell access to the Service without our written agreement;
• reverse engineer, decompile or copy the Service except to the extent that restriction is unenforceable by law; or
• use automated means to extract the Service's own data other than through the interfaces we provide.

We may investigate suspected breaches and take the steps described in section 22.

6. Customer-supplied data and instructions

The Service acts on what you give it and how you configure it. You are responsible for the accuracy, legality and completeness of the data you upload, enter or connect, including product catalogs, identifiers, MAP prices, dealer records, dealer contact details, notice templates and enforcement rules, and for having the right to use that data for your programme.

You are responsible for keeping dealer contact details accurate and for the consequences of a notice sent to an address you supplied. Where you connect a store or another service, you confirm that you are entitled to do so and that our access through that connection is permitted by that provider's terms.

7. MAP policies and enforcement responsibility

This section is central to how EagleEnforce works, so it is stated plainly.

EagleEnforce is software, not legal counsel. We do not provide legal advice. We do not draft, review or approve your MAP policy, and no part of the Service or its output is a legal opinion about your programme, a dealer relationship, or any particular price.

You are solely responsible for:

• creating your MAP policy and deciding its terms;
• deciding whether, where and to whom the policy applies;
• deciding which products it covers and setting the MAP amount for each;
• setting effective dates and any promotional exceptions;
• determining whether a seller is an authorized dealer;
• configuring your enforcement rules, thresholds and escalation ladder;
• reviewing and approving communications where approval is required, and the content of every notice sent on your behalf;
• deciding what enforcement action to take, and whether to escalate, pause or stop; and
• ensuring that your MAP programme and the way you run it comply with applicable law.

EagleEnforce records information and carries out the workflow you have configured, on your instructions. Decisions about your programme remain yours. MAP programmes are subject to competition, antitrust, consumer-protection and contract law that varies by jurisdiction and changes over time. We recommend that you consult qualified legal counsel about your MAP policy and your enforcement practices.

8. Monitoring and data collection practices

We collect price information in a defined, transparent way, and we do not depart from it on request:

• we read publicly available dealer pages, and only what an ordinary visitor to the page can see;
• our crawler identifies itself as EagleEnforceBot/1.0 (+https://eagleenforce.com/bot);
• we read and honour robots.txt, including allow and disallow rules and Crawl-delay;
• we read one request at a time per domain and back off when a site signals that we should;
• we do not use proxy or address rotation, do not solve CAPTCHAs, and do not log in to dealer websites; and
• a website owner can opt out, and a site that blocks monitoring is not monitored.

Marketplaces are read only through their official interfaces: eBay through its Browse API and Walmart through its Affiliate API, both with our own developer keys, and Amazon through its Selling Partner API under the authorisation you grant from your own Amazon seller account, which you can withdraw at any time. If you withdraw it, Amazon monitoring stops; we do not collect Amazon data any other way. You may not ask us, and we will not agree, to collect data in a way that departs from this section. Full detail is on How we collect data, the crawler page and the page for dealers.

9. Evidence and monitoring accuracy

Monitoring accuracy

Monitoring is best-effort. We do not warrant that every advertised price will be found, that every candidate is an actual policy violation, that every violation will be detected, or that any violation will be detected within a particular time. Results can be affected by, among other things: website changes; missing or incorrect product identifiers; a dealer re-using a URL for a different product; product-matching limits; dynamic or personalised pricing; promotions; prices hidden until checkout; pages behind a login; regional price variation; out-of-stock states; rendering differences; site availability; access rules; network failures; and changes made by third parties.

This is one reason the Service uses candidate, confirmed and resolved states with verification thresholds you control, and reports when a listing could not be read and why. You are responsible for reviewing results before you act on them.

Evidence

Where a violation is confirmed, the Service may preserve a screenshot, the page content as served, a timestamp, the observed price, listing information, the verification history and the case history. That material is an operational record kept to help you run your programme.

We do not warrant that evidence is complete, that it establishes a legal violation, that it will be admissible in any proceeding, that it satisfies any evidentiary or authentication standard, or that it will produce any particular outcome. Evidence and monitoring data are kept for a rolling window set by your plan and never longer than 12 months. Material older than the window, including screenshots, saved page content, price observations, violations whose last activity is older than the window and closed cases, is deleted automatically and cannot be recovered, as described in the Privacy Policy. You are responsible for downloading and keeping anything you need for longer, for example for a dispute or legal proceeding, before it is deleted.

10. Dealer and third-party website availability

The Service depends in part on websites, platforms and interfaces that we do not control. Dealer sites change, move, go offline, restrict automated access, opt out, remove listings, stop showing prices publicly, or become incompatible with monitoring. Third-party platforms change or withdraw interfaces, impose rate limits and have outages. Connected credentials expire or are revoked.

We are not responsible for the availability, accuracy or continuity of third-party websites and systems, and a change of that kind is not a failure of the Service. Where practicable we will report compatibility problems in the application.

11. Service availability

We aim to keep the Service available and to give notice of planned maintenance where practicable. We do not offer a service level agreement, an uptime guarantee, a guaranteed monitoring frequency or a guaranteed support response time unless we have agreed one with you separately in writing.

The monitoring cadence associated with a plan is a product capability, not an availability commitment: it describes how often the Service is scheduled to check a listing, not a guarantee that every check completes on time. We may modify, suspend or discontinue parts of the Service, and will give reasonable notice of a material adverse change where practicable.

12. Disclaimer of warranties

Except as expressly stated in these terms, and to the fullest extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or trade usage.

We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that results will be accurate or complete, or that defects will be corrected. Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

13. Data and privacy

Our handling of personal information is described in the Privacy Policy, which forms part of these terms. In broad terms we act as the business or controller for information about visitors and account holders, and as a service provider or processor for the customer data you upload or connect, which we process on your instructions.

You are responsible for having a lawful basis to provide business-contact information for dealers to us and to use it for your programme, and for responding to requests from those parties about your use of their data. We support your responses as described in the Privacy Policy.

14. Intellectual property

The Service, and everything in it other than Customer Data, belongs to LaFountain Design or its licensors. That includes the EagleEnforce software, its source code, the website and application design, original documentation and guides, original graphics and icons, the EagleEnforce and EcommEagle names and logos, and the structure and functionality of the product. Nothing in these terms transfers any of those rights.

Subject to these terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your own business during your subscription.

Evidence captures and observations are made available for use in running your MAP programme. Content of a dealer's page remains the property of its publisher; observing a page does not give either of us ownership of it, and you are responsible for how you use that material.

If you send us feedback or suggestions, we may use them to improve the Service without obligation or compensation to you.

15. Customer Data

"Customer Data" means the data you or your users upload, enter, connect or generate through use of the Service, including catalog uploads, product identifiers, MAP policies and prices, dealer and seller records, enforcement configurations, notice templates, communications you approve, and the monitoring records, cases and evidence produced for your organization.

You retain all rights in Customer Data. We claim no ownership of it. You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and back up Customer Data solely as needed to provide, secure, maintain, support and improve the Service for you, and as described in the Privacy Policy. The licence lasts as long as we hold the data and ends when it is deleted.

We do not sell Customer Data, do not use it to build profiles of dealers across customers, and do not use it to train machine-learning models. You can export your data from the Account page at any time, including while an account is paused, until the account is deleted.

16. Third-party services

The Service relies on third-party providers listed in the Privacy Policy, including Square for payments, Google for optional sign-in, Google Maps Platform for the dealer map, and our hosting and email providers. Where you connect a store or another account, your use of that platform stays subject to that platform's terms, and you are responsible for maintaining the connection and its credentials.

We are not responsible for third-party services, their availability, their changes, or the content of third-party websites we link to.

17. Billing and subscription terms

Plans and trials. Plans, limits and list prices are published on our Plans page and are also shown in the application when you choose a plan. The price that applies to your subscription is the one shown in the application before you subscribe, and it is confirmed on your invoice. If a published price differs from the price shown before you subscribe, for example because of an error, the price shown before you subscribe applies, and you are free not to proceed. Published prices are in US dollars and exclude sales tax. We may change published prices at any time; a change applies to an existing subscription only at renewal and with notice, as described in the Refund & Cancellation Policy. The direct trial is free for the stated period, requires no payment card, and does not convert on its own; you have to choose a plan to start a paid subscription. If you exceed a plan limit, new items beyond the limit are not added until you upgrade, and existing data is not removed for that reason.

Automatic renewal. Paid plans are subscriptions. They renew automatically at the end of each monthly or annual term at the then-current price for your plan, and your payment method is charged at the start of each term until you cancel. You can cancel at any time from the Account page, at no charge. Cancellation stops the next renewal and takes effect at the end of the term you have already paid for; access normally continues until then. We give at least 30 days' notice by email of a price change, effective at your next renewal, and you may cancel before it takes effect.

Payment. Payments are processed by Square (Block, Inc.). Card details are entered into a form served by Square and are stored by Square; we do not receive or store full card numbers. By providing a payment method you authorize us and our payment provider to charge it for the fees due. Sales tax is added where the law requires, based on the billing address you provide, and keeping that address accurate is your responsibility. If a payment fails we notify the account's owners and managers by email, and the Service keeps running for 7 days. If the payment is still outstanding after that, the account is paused until it is settled: you can still sign in, see and export your data and pay, but monitoring, discovery and notices to dealers stop. If it is still unpaid 60 days after it failed, the subscription is cancelled and the account is deleted 30 days later, as described under Suspension and termination. A disputed charge pauses the account at once.

Plan changes. Upgrades and downgrades are made in the application. Any additional charge, and the date on which a change takes effect, are shown at the time of the change and depend on your existing subscription, the new plan, the point in the billing period and the rules applied by the payment provider. For your security we may ask you to confirm a billing change with a code sent to your email address, and only an owner can cancel a subscription.

Prepaid add-ons. Some features are prepaid add-ons, bought separately from the plan price. Web search is one: every plan includes a stated number of web searches a month at no charge, and beyond that you buy a block of searches at the published price for that block, cheaper per 1,000 the larger the block. The included number and the block prices are shown in the application before you buy. A block is charged to your payment method at the time of purchase, through Square, and the searches are added to your balance only once the payment has completed; nothing is billed afterwards, and searching stops when your balance is empty. If you turn on automatic top-up, you authorize us to charge your payment method for the block you chose whenever your balance reaches zero, up to the monthly ceiling you set, and you can turn it off at any time. Purchased searches are non-refundable, except where the law requires otherwise or as set out in the Refund & Cancellation Policy; they have no cash value, cannot be transferred to another account, do not expire while your account is open, and are deleted with the account. Usage is counted from the first search and shown in the application, month by month. If a payment for a block is refunded, disputed or reversed, the searches from that block are removed from your balance. Prepaid add-on charges are in addition to the subscription price, exclude sales tax where it applies, and are shown on your receipts from Square.

18. Refunds and cancellation

Refunds, cancellation and billing corrections are governed by the Refund & Cancellation Policy, which forms part of these terms. In summary, and except where the law requires otherwise: payments are non-refundable once processed; cancelling stops future renewal rather than refunding the current term; and prorated refunds are not ordinarily provided. Nothing in that policy or these terms removes rights that cannot legally be waived.

19. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill or the cost of substitute services, arising out of or relating to the Service, even if advised of the possibility.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these terms or the Service is limited to the fees you paid us for the Service in the twelve months before the event giving rise to the claim.

Without limiting the above, and to the extent permitted by law, we are not liable for: a price observation that was missed, delayed, incomplete or incorrect; a listing matched to the wrong product; a candidate that was not an actual violation; monitoring interrupted by a website, platform or network we do not control; a notification or email that was delayed or not delivered; a configuration you or your users chose; an enforcement decision you took or did not take; a dispute with a dealer or seller; a dispute about your MAP policy; or evidence lost through an event outside our reasonable control.

These limits do not apply to a party's indemnification obligations, to fraud or wilful misconduct, or to liability that cannot be limited by applicable law. Some jurisdictions do not allow some of these limits, so parts of this section may not apply to you.

20. Indemnification

You will defend, indemnify and hold us harmless from third-party claims, damages, liabilities, costs and reasonable legal fees arising out of or relating to: your MAP policy and how you apply it; your enforcement instructions and decisions; notices and templates you supply or approve; your determination of whether a seller is an authorized dealer; Customer Data and your right to use it; your use of the Service in breach of these terms or applicable law; and any violation of a third party's rights by you or your users.

We will defend, indemnify and hold you harmless from third-party claims that the Service, as provided by us and used in accordance with these terms, infringes that party's intellectual property rights.

The party seeking indemnity must give prompt notice of the claim, allow the other party to control the defence, and provide reasonable cooperation. Neither party may settle a claim in a way that imposes an obligation on the other without consent.

21. Force majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disasters, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, labour disputes, government action, failures of the internet, telecommunications or electrical supply, failures or changes of third-party hosting, platform or payment providers, or large-scale cyber-attacks. This does not excuse an obligation to pay amounts already due.

22. Suspension and termination

You may close your account at any time. Closing an account or cancelling a subscription is governed by the Refund & Cancellation Policy.

We may suspend or terminate access, in whole or in part, for a material breach of these terms, for non-payment, for activity that threatens the security or integrity of the Service, or where continued use would create legal risk for us or harm to others. Where practicable we will give notice and an opportunity to correct the problem; where the risk is immediate we may act first and notify afterwards.

When a subscription ends, or a payment stays unpaid past the 7 days described under Billing and subscription terms, the account is paused: you can still sign in, see and export your data, but monitoring, discovery and notices to dealers stop. Its Customer Data is then deleted 60 days after the paid term ended, or 90 days after a payment first failed, and a trial that ends without a plan is deleted 60 days after it ends. We email the account's owners and managers before deletion. Settling the payment within 60 days of the failure, or subscribing again at any time before the deletion date, keeps everything. We keep billing records as the law requires. After termination for any other reason we delete Customer Data within 90 days unless you ask for earlier deletion or the law requires us to keep it, and we can provide an export on request before then. Sections that by their nature should survive termination do so, including intellectual property, Customer Data ownership, disclaimers, limitation of liability, indemnification and governing law.

23. Changes to these terms

We may update these terms. For material changes we give account holders at least 30 days' notice by email or in the application before they take effect. Continued use after the effective date is acceptance. If you do not accept a material change, you may cancel before it takes effect.

24. Governing law and disputes

These terms are governed by the laws of the State of New York, without regard to conflict-of-law rules. The parties will attempt in good faith to resolve any dispute informally for 30 days before starting proceedings, and then in the state or federal courts located in St. Lawrence County, New York, to whose jurisdiction both parties consent. Nothing here prevents either party from seeking injunctive relief where appropriate, or removes a consumer's right to bring proceedings in a forum that applicable law guarantees.

If a provision of these terms is held unenforceable, the rest stays in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these terms without our consent; we may assign them to a successor in connection with a merger or sale of the business.

25. Contact