Terms of Service

01 These terms

These Terms of Service are an agreement between you and Marginfly LLC, a Florida limited liability company (“Marginfly”, “we”, “us”), registered at [registered address]. They cover the Marginfly web application, the repricing service behind it, and anything else we link to these terms from — together, the Service.

You accept them by creating an account or by using the Service. If you do not accept them, do not connect a marketplace account. Our Privacy Policy explains what we do with your data and forms part of this agreement.

02 Who may use Marginfly

Marginfly is a business tool sold to businesses. You may use it only if you are at least 18, you are using it for a genuine commercial selling operation rather than personal or household purposes, and nothing in law prevents us from dealing with you.

If you are signing up on behalf of a company, you are telling us you have authority to bind it, and “you” in these terms means both you and that company.

03 Your account

Keep your login details to yourself and tell us promptly at info@marginfly.io if you believe someone else has them. Activity under your account is treated as yours, which matters more here than in most software: an account that can change guardrails can change what your listings sell for.

You are responsible for the accuracy of what you give us — particularly your product costs. Marginfly computes margin floors from the cost figures you supply, and it has no way to know when one of them is wrong.

04 What Marginfly does — and what it does not do

On a recurring cycle of roughly fifteen minutes, Marginfly reads the competing offers the marketplace already publishes for your listings, combines them with your own product, cost and stock data and the guardrails you have configured, proposes a price, and — where repricing is switched on for that product — publishes it to the marketplace through its API.

Every proposal passes through a deterministic guardrail layer before it is published. That layer clamps the price to your floor, your ceiling and your maximum change per cycle. A price outside those bounds cannot be published, whatever the reasoning step proposed, and the reason for each clamp is written to your decision log.

Marginfly is a tool. It is not pricing, legal, tax, accounting or business advice, and we make no promise about outcomes — not buy-box share, not sales volume, not revenue, not margin. Marketplaces change their algorithms, competitors behave unpredictably, and a price that was right at one cycle may be wrong at the next.

05 Your guardrails, your prices

You are the seller of record. Prices Marginfly publishes are your prices, offered by you to your customers, under your marketplace account and your obligations to that marketplace and to consumers.

The guardrails are yours to get right

You set the floor, the ceiling and the maximum change per cycle for each product, whether individually or in bulk. Marginfly will honour them faithfully, including when they are wrong. A floor set below your true landed cost will produce sales below cost, and the Service has no independent way to detect that.

You can stop it at any moment

Repricing can be switched off per product, or for everything at once, from the dashboard. Pausing takes effect [at the next cycle]; prices already published stay where they are until you change them. Disconnecting a marketplace connection also stops all repricing on it immediately.

Reviewing is on you

Every decision, every guardrail clamp and every failed update is written to your decision log and kept available to you. We expect you to look at it. If a price looks wrong, pause first and ask us afterwards — we would much rather answer a question about a paused catalogue than about a live one.

06 Marketplace connections

To do anything useful, Marginfly needs your authorisation to act on your marketplace account. By connecting one, you grant us permission to read your listings, offers, costs and inventory data and to submit price updates on your behalf, for as long as the connection is live. You can revoke it at any time from the dashboard or from the marketplace's own settings.

You remain responsible for complying with that marketplace's own rules — its seller agreement, its pricing policies, its fair-pricing and price-gouging rules, and any category restrictions that apply to you. Marginfly is an independent service. We are not affiliated with, endorsed by, or acting as an agent of Amazon, Walmart, Shopify or any other platform, and their names are used only to identify the services we connect to.

Marketplace APIs are outside our control. Access can be rate-limited, changed, suspended or withdrawn by the platform, and a price update can be rejected or silently ignored by it. When an update fails, Marginfly records the failure and retries on the next cycle; we cannot guarantee that any particular price reaches any particular listing at any particular time.

07 Independent pricing

Marginfly prices each seller independently, and that is a deliberate design decision rather than a courtesy.

• Your costs, margins, guardrails and prices are isolated to your organisation. We do not pool them with any other customer's and we do not use one customer's confidential data as an input to another customer's pricing decision.
• The inputs to your prices are your own data, your own guardrails, and offer prices the marketplace already displays publicly to any shopper.
• We do not operate a common pricing scheme, we do not recommend that sellers of the same product align their prices, and we will not accept an instruction to coordinate your prices with another seller's.

You remain responsible for your own compliance with competition and antitrust law, and for not using the Service as part of any agreement or understanding with a competitor about price.

08 Plans, trial and billing

Plans are priced by catalogue size, because catalogue size is what drives our cost to watch it. The current plans are published on the pricing page: Starter at $49 per month for up to 300 products, Growth at $99 per month for up to 1,200, and Pro at $199 per month for up to 3,000. Larger catalogues are quoted individually.

Trial

New accounts get a 14-day free trial with no card required. We will not charge you anything at the end of it; the account simply stops repricing until you choose a plan and enter payment details.

Fees

Paid plans are billed monthly in advance through our payment processor, Stripe. We never see or store your full card number. Fees are exclusive of any sales, use or similar taxes, which are added where applicable and are your responsibility.

If your live product count exceeds your plan's limit we will contact you to move you to the right plan; we will not silently upgrade you or silently stop repricing your catalogue. We may change plan pricing with at least [30] days' notice by email, and the change takes effect at your next renewal.

Refunds

[Refund policy — e.g. fees are non-refundable except where required by law, or a stated money-back window. Decide this with your lawyer and state it plainly here.]

09 Acceptable use

You agree not to:

• use the Service to break the law, or to break a marketplace's rules;
• connect a marketplace account you are not authorised to control;
• use the Service to coordinate pricing with a competitor, or as part of any price-fixing arrangement;
• resell, sublicense or white-label the Service without our written agreement;
• copy, reverse engineer or attempt to derive the source code, models or guardrail logic behind it;
• probe, scrape or overload the Service, or work around its rate limits or access controls;
• upload anything malicious, or anything you do not have the right to give us.

10 Your data, our software

Your data stays yours. Your listings, costs, prices, guardrails and decision history belong to you. You grant us only the licence we need to run the Service for you: to store that data, process it, and use it to make and publish pricing decisions on your behalf.

We may use aggregated, de-identified information about how the Service performs — volumes, latencies, error rates, how often guardrails bind — to operate and improve it. Nothing in that may identify you, your products or your prices. We do not sell your data, and we do not permit our AI provider to train on it. The Privacy Policy is the detailed version.

Our software stays ours. The Service, its interface, its pricing logic and everything we have built into it remain our property. These terms grant you a limited, non-exclusive, non-transferable right to use the Service while your account is in good standing, and nothing more.

If you send us feedback or a feature idea, we may use it without owing you anything for it. We mention this only so there is no ambiguity later; we would still rather have the feedback.

11 Availability and support

We aim to keep the Service running continuously, but we do not currently offer a contractual uptime guarantee or service credits. Maintenance, upstream marketplace outages, provider failures and bugs will at times interrupt repricing. When repricing stops, your prices stay where they last were — nothing resets, and nothing drifts on its own.

Marginfly is early-stage software, and features may change, be added, or be withdrawn as it develops. Where a change materially reduces what you are paying for, we will tell you before it takes effect.

Support is by email at info@marginfly.io. Priority and named-contact support are included with the plans that list them.

12 Cancellation, suspension and termination

You can cancel at any time from the dashboard. Cancellation takes effect at the end of the current billing period; repricing continues until then, and your listings keep whatever prices they last had.

We may suspend or terminate an account if you materially breach these terms, if your payment fails and is not cured, if a marketplace requires it, or if we reasonably believe the account is being used unlawfully. Except where the problem is urgent or legally unavoidable, we will tell you first and give you a chance to fix it.

On termination, repricing stops and your marketplace access tokens are deleted immediately. Your decision log and account data are available for export for [30] days, after which they are deleted on the schedule in the Privacy Policy. Sections 10, 13, 14, 15 and 16 survive termination.

13 Disclaimers

The Service is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, title and non-infringement.

In particular, we do not warrant that the Service will be uninterrupted or error-free, that every pricing decision will be correct or optimal, that price updates will always reach the marketplace, or that using Marginfly will improve your sales, your buy-box share or your margin.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

14 Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, and we will not be liable for lost profits, lost sales, lost buy-box share, lost margin, business interruption, reputational harm, or the cost of substitute services, even if we were told such damages were possible.

Our total aggregate liability arising out of or relating to the Service, on any theory of liability, will not exceed the total fees you paid us in the twelve months immediately before the event giving rise to the claim.

Nothing here limits liability that cannot be limited by law — including, where applicable, liability for fraud, for fraudulent misrepresentation, or for death or personal injury caused by negligence. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

15 Indemnification

You agree to defend, indemnify and hold harmless Marginfly LLC, its members, officers and contractors from any third-party claim, loss, liability or expense (including reasonable legal fees) arising out of your use of the Service, your product and pricing data, your guardrail settings, your breach of these terms, or your violation of a marketplace's rules or of any applicable law.

We will notify you of any such claim, let you control the defence with counsel of your choosing, and cooperate with you reasonably. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent.

16 Governing law and disputes

These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The courts located in [county] County, Florida have exclusive jurisdiction over any dispute, and both parties consent to venue there.

[Open decision: whether to require binding arbitration and waive class actions, or to leave disputes in court as written above. Both are defensible for a small B2B SaaS and each has real trade-offs — settle it with your lawyer before this page goes live.]

Before starting any formal proceeding, please email us at info@marginfly.io and give us 30 days to put the problem right. Most things are fixable that way.

17 Changes to these terms

We may update these terms as the Service develops. For material changes — anything affecting fees, your rights, or our liability — we will update the date at the top of this page and email account holders at least [14] days before the change takes effect. Continuing to use the Service after that means you accept the new version. If you do not, cancel before it takes effect.

If any provision of these terms is held unenforceable, the rest stays in force. Our not enforcing something straight away 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.

These terms, together with the Privacy Policy, are the entire agreement between us about the Service.

18 Contact