Terms of Service

For the purposes of these Terms:

• "Service" means Black Eagle Elite and the related features, applications, interfaces, APIs and services made available by Black Eagle FS.
• "Customer" means the legal entity, company, organization or person that subscribes to or uses the Service for professional or business purposes.
• "Authorized User" means a person authorized by the Customer to use the Service on the Customer's behalf.
• "Account" means the account created to access the Service.
• "Customer Data" means the data, information, documents, files, records, messages and other content provided, sent, stored or processed by the Customer or its Authorized Users through the Service.
• "Personal Data" has the meaning given by the applicable data protection law.
• "Third-Party Services" means services, applications, platforms, APIs or integrations provided by third parties and connected to or used with the Service.
• "Subprocessor" means a third party engaged by Black Eagle FS to process Personal Data on the Customer's behalf when Black Eagle FS acts as Processor.
• "Plan" means the commercial plan subscribed to by the Customer.
• "DPA" means the Data Processing Agreement, when signed between Black Eagle FS and the Customer.
• "Black Eagle FS Content" means software, code, interfaces, trademarks, documentation, models, templates, features, processes, methodologies and other materials owned by Black Eagle FS.

During the subscription term and provided the Customer complies with these Terms, Black Eagle FS grants the Customer a limited, non-exclusive, non-transferable license, revocable under these Terms, to use the Service solely for its internal business activities.

The Customer does not acquire ownership of the software or of any part of the platform.

Access to the Service is provided as a hosted service. The Customer does not receive the source code or a copy of the software for its own installation, unless specifically agreed in writing.

The Customer is responsible for:

• providing correct information;
• keeping its credentials protected;
• administering its Authorized Users;
• granting permissions according to its needs;
• removing users who should no longer have access;
• reporting immediately any relevant suspicion of unauthorized access.

Account credentials must not be shared in a way that is incompatible with the plan or with the security rules of the Service.

The Customer is responsible for the activities carried out by its Authorized Users, to the extent permitted by applicable law.

The Customer may use the Service only lawfully and in accordance with these Terms.

The Customer may not:

1. use the Service for illegal activity;
2. attempt to gain unauthorized access;
3. interfere with the security or operation of the platform;
4. introduce malware or malicious code;
5. attempt to exploit vulnerabilities without authorization;
6. reverse engineer the Service, except where expressly permitted by law;
7. copy, resell or offer the Service as its own product without authorization;
8. use the Service to violate the rights of third parties;
9. use the Service to send illegal or unauthorized communications;
10. circumvent technical or commercial limits;
11. use the Service to develop a competing product through improper access to non-public features;
12. use automated means to overload the infrastructure;
13. use the Service in a way that may harm other customers.

The Customer retains all rights to its Customer Data.

Nothing in these Terms transfers ownership of Customer Data to Black Eagle FS.

The Customer grants Black Eagle FS a limited, non-exclusive license, as needed, to host, store, transmit, process, display and make available Customer Data solely to the extent necessary to:

• provide the Service;
• provide support;
• maintain security;
• prevent fraud and abuse;
• comply with legal obligations;
• perform features requested by the Customer.

Black Eagle FS will not use Customer Data to sell advertising or to build third-party advertising profiles.

The processing of Personal Data entered by the Customer is described in the Privacy Policy and, when signed, governed by the DPA.

The Customer is responsible for the lawfulness, accuracy and legitimacy of the Customer Data it enters or makes available through the Service.

The Customer represents that it has the rights, authorizations and legal bases needed to provide this data to Black Eagle FS and to allow its processing to provide the Service.

The Customer is also responsible for complying with the laws that apply to its activities, including those related to:

• privacy;
• data protection;
• electronic communications;
• marketing;
• intellectual property;
• document retention;
• financial information;
• employment information;
• other regulatory obligations applicable to its operations.

When Black Eagle FS acts as Processor of Personal Data on the Customer's behalf, the processing follows these Terms, the Privacy Policy and, when signed between the parties, the DPA.

When signed, the DPA forms part of these Terms.

If these Terms conflict with the DPA specifically regarding the processing of Personal Data, the DPA prevails only to the extent of the conflict.

During the subscription term, the Customer may use the features made available by the Service to access and export its Customer Data.

After the Account is closed, Black Eagle FS may make the Customer Data available for a limited period to allow its recovery or export, according to the features of the Service and the plan subscribed to.

After that period, Customer Data may be deleted or anonymized, except where retention is necessary to:

• comply with a legal obligation;
• resolve disputes;
• prevent fraud;
• protect security;
• exercise or defend rights;
• keep necessary records.

Backups may remain during normal technical retention cycles.

The Customer will pay the amounts for the Plan subscribed to.

Prices, limits, features and commercial terms may be presented in the Service, in a commercial proposal, order, signup page or specific document.

Unless otherwise provided:

• amounts are due according to the chosen billing cycle;
• applicable taxes may be added;
• the Customer is responsible for providing correct billing information;
• unpaid amounts may result in suspension after notice and a reasonable period to cure.

Black Eagle FS may change prices for future periods with reasonable prior notice.

Price changes will not retroactively modify a period already paid.

The subscription begins on the date of purchase and remains in effect for the contracted period.

Where there is automatic renewal, renewal occurs according to the cycle defined at purchase, unless cancelled within the applicable period.

Specific conditions presented in an order or commercial proposal may prevail over this section.

The Customer may cancel its subscription using the options made available in the Service or following the procedure indicated by Black Eagle FS.

Cancellation normally prevents future renewal, but does not necessarily entitle the Customer to a refund of amounts already paid, except where:

• expressly provided in the Plan;
• agreed in writing;
• required by applicable law.

Black Eagle FS may suspend access to the Service, in whole or in part, when reasonably necessary to:

• protect the security of the platform;
• prevent fraud or abuse;
• respond to a security risk;
• comply with a legal obligation;
• prevent illegal use;
• protect other customers;
• address non-payment after the applicable notices;
• prevent significant harm to the Service or the infrastructure.

Whenever reasonably possible, Black Eagle FS will try to notify the Customer before the suspension.

When a preventive suspension is necessary to protect the Service, its users or third parties, notice may be given after the suspension.

Black Eagle FS may terminate an Account or these Terms when:

• there is a material breach of these Terms;
• the breach is not cured within a reasonable period after notice, where cure is possible;
• there is serious illegal use;
• there is fraud;
• there is a significant security risk;
• the Customer becomes insolvent or enters a similar situation, where permitted by law;
• continuing the Service becomes legally or technically unfeasible.

Termination does not eliminate obligations already due.

After termination:

• the right to access the Service ends;
• amounts due remain payable;
• the intellectual property provisions remain in effect;
• confidentiality obligations remain in effect;
• the indemnification and limitation of liability provisions remain in effect to the extent necessary;
• provisions that by their nature should survive termination remain valid.

The Service may allow integration with third-party services, including e-mail, storage, authentication, maps, communication, artificial intelligence and other providers.

Black Eagle FS does not control third-party services and does not guarantee their availability, operation or continuity.

The Customer is responsible for:

• correctly authorizing integrations;
• complying with the third parties' terms;
• keeping its external accounts valid;
• granting only the permissions needed.

Changes made by third parties to APIs, policies, prices, limits or features may affect an integration.

Black Eagle FS may modify or discontinue a third-party integration when necessary.

When the Customer connects e-mail or communication services, the Service may process messages and information according to the permissions granted and the features subscribed to. Use of data obtained from Google follows the rules in section 6 of the Privacy Policy.

The Customer is responsible for ensuring that:

• it is authorized to use the connected account;
• it has a legal basis to process the data;
• its communications comply with applicable law;
• its recipients have the necessary rights and notices.

Black Eagle FS assumes no responsibility for the lawfulness of campaigns or messages created and sent by the Customer.

The Service may make artificial intelligence features available.

These features are assistive tools and may produce incorrect, incomplete or inappropriate results.

The Customer is responsible for reviewing results when a decision may have relevant consequences.

Black Eagle FS does not guarantee that a result produced by artificial intelligence is correct or suitable for a specific situation.

AI features do not constitute legal, accounting, tax, financial, medical or similar professional advice.

When an AI feature depends on an external provider, processing may be subject to the conditions and limitations applicable to that provider.

Black Eagle FS will not use Customer Data to train general-purpose AI models without the Customer's express contractual authorization.

Black Eagle FS and its licensors remain the owners of:

• software;
• code;
• architecture;
• interfaces;
• trademarks;
• logos;
• documentation;
• models;
• templates;
• features;
• processes;
• methodologies;
• know-how;
• improvements and developments of the platform.

Nothing in these Terms grants the Customer ownership of these elements.

The Customer may not remove intellectual property notices or use Black Eagle FS trademarks without authorization.

If the Customer provides suggestions, ideas, comments or recommendations about the Service ("Feedback"), Black Eagle FS may use that Feedback to develop, improve and market its products and services, with no obligation to pay the Customer.

Feedback does not include Customer Data.

Each party may receive confidential information from the other party.

The party receiving confidential information must:

• use it only for the purpose of the contractual relationship;
• protect it against unauthorized disclosure;
• limit access to people who need to know it;
• apply reasonable protective measures.

Information is not confidential when it:

• is already public without breach of these Terms;
• was already lawfully known by the receiving party;
• is lawfully received from a third party without a confidentiality obligation;
• is independently developed without use of the confidential information.

A party may disclose confidential information when required by law or by a valid order of an authority; where permitted, it must give reasonable prior notice.

The Customer will defend and indemnify Black Eagle FS, its managers, directors, employees and service providers against claims, demands, actions or proceedings brought by third parties, including reasonable defense costs and expenses, losses, damages and liabilities, to the extent they arise from acts or omissions attributable to the Customer or its Authorized Users relating to:

a) Customer Data provided, entered, sent or made available by the Customer or its Authorized Users;

b) content, materials, information or instructions provided by the Customer or its Authorized Users;

c) messages, campaigns, communications or other content sent or distributed by the Customer or its Authorized Users;

d) use of the Service in breach of these Terms;

e) violation of applicable law or regulation by the Customer or its Authorized Users; or

f) a claim that content or material provided by the Customer or its Authorized Users infringes the rights of third parties.

This obligation does not apply to the extent the claim, loss, damage or liability results from an act or omission of Black Eagle FS, including negligence, willful misconduct or breach of these Terms by Black Eagle FS.

Black Eagle FS will notify the Customer, within a reasonable time, of any claim for which it seeks indemnification, provided that such notice does not prejudice its rights or its ability to defend itself.

Where permitted by applicable law and absent a conflict of interest, the indemnifying party may participate in the defense of the claim, bearing the costs attributable to it under this Section.

No settlement may be entered into without the prior written consent of the indemnified party if the settlement:

i. recognizes or admits liability of the indemnified party;

ii. imposes on the indemnified party a payment obligation or a non-monetary obligation that is not fully covered by the indemnification; or

iii. imposes any material restriction on the indemnified party.

If a third party claims that the Customer's authorized use of the Service infringes its intellectual property rights, Black Eagle FS may, at its discretion:

• obtain for the Customer the right to continue using the Service;
• modify the Service to remove the alleged infringement;
• replace the affected feature with a substantially equivalent alternative; or
• discontinue the affected feature and refund, where applicable, amounts prepaid for the unused period.

This obligation does not apply when the claim results from:

• Customer Data;
• content provided by the Customer;
• combination of the Service with a product not provided by Black Eagle FS;
• unauthorized use;
• changes made by third parties;
• use after notice that the use should stop.

Black Eagle FS will use commercially reasonable efforts to provide the Service in accordance with its documentation and these Terms.

Except as expressly provided in these Terms or required by law, the Service is provided "as available" and "as is".

To the extent permitted by applicable law, Black Eagle FS does not warrant that:

• the Service will operate without interruption;
• it will be free of all errors;
• it will meet a specific purpose not expressly contracted;
• all third-party integrations will remain available;
• all results produced by AI features will be correct;
• any feature will remain available indefinitely.

Nothing in this section excludes a warranty that cannot legally be excluded.

Black Eagle FS may perform scheduled or emergency maintenance.

Maintenance may cause temporary unavailability.

When reasonably possible, Black Eagle FS will try to announce scheduled maintenance in advance.

No specific availability level or SLA is deemed contracted unless expressly set out in an applicable contract or plan.

To the maximum extent permitted by applicable law, the aggregate liability of Black Eagle FS arising out of or relating to the Service or these Terms is limited to the total actually paid by the Customer to Black Eagle FS for the Services during the 12 months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary or consequential damages, or for loss of profits, revenue, business, opportunities or data, except where such limitations are prohibited by applicable law.

The limitations in this Section do not apply to the extent liability cannot legally be limited or excluded.

Nothing in this Section is intended to exclude liability for fraud, willful misconduct or other situations whose limitation is prohibited by applicable law.

The indemnification obligations in these Terms are subject to the limits set out in this Section, unless a specific contract between the parties expressly sets a different limit.

Neither party will be liable for delay or failure to perform an obligation caused by an event beyond its reasonable control, including:

• natural disasters;
• war;
• terrorism;
• epidemics;
• widespread infrastructure failures;
• power outages;
• significant Internet failures;
• unavailability of infrastructure providers;
• government acts;
• sanctions;
• widespread labor disputes;
• other unforeseeable or unavoidable events beyond the reasonable control of the affected party.

The obligation to pay amounts already due is not excused by this Section.

Black Eagle FS may modify, improve, replace or discontinue features of the Service.

There is no obligation to maintain a specific feature indefinitely, unless expressly contracted.

When a material change substantially reduces an essential feature of a paid Plan, Black Eagle FS may, where appropriate, give reasonable prior notice.

We may update these Terms from time to time.

When a change is material, we may give notice by e-mail, within the Service or by other reasonable means.

The new version takes effect on the date stated in the document.

Continued use of the Service after the new version takes effect constitutes acceptance of the changes, to the extent permitted by applicable law.

If documents applicable to the relationship between the parties conflict, the following order applies, only to the extent of the conflict:

1. a specific contract or commercial order signed by the parties;
2. the DPA, when signed, only on data protection and processing matters;
3. these Terms of Service;
4. policies incorporated into the Terms;
5. operational documentation and informational materials.

The Black Eagle FS Privacy Policy describes how Black Eagle FS processes personal data as Controller.

When Black Eagle FS acts as Processor of Personal Data on the Customer's behalf, the DPA, when signed, governs that processing.

The Privacy Policy does not replace the DPA where the DPA applies.

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-laws rules that would require the application of the law of another jurisdiction, to the maximum extent permitted by applicable law.

Nothing in this clause prevents the application of mandatory consumer protection, privacy or other rules that cannot be waived by contract.

To the maximum extent permitted by applicable law, the parties agree that the competent courts in the State of Florida will be the venue for disputes relating to these Terms, except where mandatory law requires a different venue.

Before starting legal action, the parties will try in good faith to resolve the dispute through communication between their authorized representatives.

This attempt does not prevent either party from seeking urgent judicial relief when necessary to protect rights, confidential information, intellectual property or security.

The Customer may not transfer these Terms or its Account to a third party without the prior authorization of Black Eagle FS, except where the transfer is part of a corporate reorganization permitted by applicable law.

Black Eagle FS may transfer these Terms:

• to an affiliated company;
• in a merger;
• in an acquisition;
• in a reorganization;
• in a sale of assets or of the operation related to the Service.

The transfer will not reduce the Customer's rights under these Terms.

These Terms do not create:

• a partnership;
• a joint venture;
• an employment relationship;
• a mandate;
• commercial representation;
• a franchise;
• an agency.

Neither party may represent that it has authority to assume obligations on behalf of the other, unless expressly authorized.

A party's failure to exercise a right under these Terms immediately does not constitute a waiver of that right.

A waiver is valid only when expressly made by the competent party.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain valid.

The invalid provision shall, where legally possible, be interpreted or adjusted to the minimum extent necessary to preserve its original purpose.

These Terms, together with the documents expressly incorporated by reference and the specific contracts applicable to the Customer, constitute the agreement between the parties regarding the Service and supersede prior understandings on the same subject.

No information published in marketing materials creates an additional contractual obligation, unless expressly incorporated into the contract.

Black Eagle FS may send communications relating to the Account, billing, security, changes to the Service and these Terms to the e-mail address associated with the Account.

The Customer is responsible for keeping its contact details up to date.

Legal notices may be sent to the business contact address provided by the Customer.

Provisions that by their nature should continue after termination remain in effect, including, as applicable:

• intellectual property;
• confidentiality;
• payment obligations;
• indemnification;
• limitations of liability;
• governing law;
• dispute resolution;
• provisions relating to data processing;
• other provisions that should survive by their own nature.

Black Eagle FS — Apopka, FL, United States. E-mail: support@blackeaglefs.com. Service: Black Eagle Elite.