Terms & Conditions

SHERMAN LAUNCH SYSTEM (SLS) SUBSCRIPTION SERVICES AGREEMENT

This Subscription Services Agreement (the “Agreement”) is entered into as of the date of acceptance or execution (the “Effective Date”) between Sherman Research, LLC, an Idaho limited liability company (“SR” or “Sherman Research”), and the subscribing financial professional or financial services firm (“Subscriber”).

The Sherman Launch System (“SLS” or the “Service”) is a professional investment research product intended for use by financial professionals and institutional financial services firms, including registered investment advisers, broker-dealers, family offices, banks, hedge funds, and other qualified financial services organizations.

By subscribing to, accessing, or using SLS, Subscriber agrees to the terms of this Agreement.

1. SERVICES

1.1 Sherman Launch System

SR will provide Subscriber access to the research, data, models, portfolio signals, analysis, tools, reports, software, and related services included in Subscriber’s SLS subscription (collectively, the “Sherman Data”).

The specific products, features, user seats, and services included in Subscriber’s subscription may be described in an applicable order form, subscription page, invoice, or schedule incorporated into this Agreement (“Schedule A”).

1.2 Research Provider

SR provides investment research and related information. SR is not registered as an investment adviser with the U.S. Securities and Exchange Commission or any state and does not provide individualized investment advice, portfolio management, or investment advisory services to Subscriber or Subscriber’s clients.

Sherman Data is impersonal research and is not prepared based upon the financial circumstances, investment objectives, holdings, risk tolerance, or other individual circumstances of Subscriber or any particular client.

Subscriber is solely responsible for determining whether and how Sherman Data will be used in connection with Subscriber’s business and for any investment advice, recommendations, portfolio decisions, or other services Subscriber provides to its clients.

1.3 Third-Party Products and Data

SLS may include information, data, software, or services provided by independent third parties. SR may change, substitute, or discontinue third-party products, data sources, or providers from time to time.

2. FEES AND PAYMENT

2.1 Fees

Subscriber will pay the fees applicable to its subscription as set forth in Schedule A, an applicable order form, invoice, or subscription page.

SR may change its fee schedule upon at least 30 days’ advance notice. Any change will apply prospectively in accordance with the applicable subscription terms.

2.2 30-Day Money-Back Guarantee

The 30-Day Money-Back Guarantee applies only to eligible SLS monthly subscriptions and does not apply to annual subscriptions.

To qualify, Subscriber must request cancellation within 30 calendar days after the applicable subscription start date and satisfy any implementation requirements communicated as part of the applicable subscription.

If eligible, SR will refund the applicable subscription fee to the original payment method. Processing times may vary based upon the applicable payment provider.

Requests submitted after the 30-day period are not eligible for a refund under this guarantee.

SR may modify or discontinue the guarantee prospectively, but any change will not affect a Subscriber already within an applicable 30-day guarantee period.

3. INTELLECTUAL PROPERTY; LICENSE AND OWNERSHIP

3.1 Sherman Data

“Sherman Data” includes all research, data, models, portfolio signals, methodologies, analysis, rankings, reports, software, graphics, text, information, and other content made available through SLS.

All Sherman Data and all related intellectual property rights are owned by or licensed to SR.

3.2 License

Subject to this Agreement, SR grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Sherman Data for Subscriber’s internal professional use and, where permitted by this Agreement, in connection with Subscriber’s services to its clients.

Except for the rights expressly granted by this Agreement, SR retains all right, title, and interest in Sherman Data and SR’s intellectual property.

3.3 Permitted Use

Subscriber may use Sherman Data as an input into Subscriber’s own independent professional analysis and investment decision-making and may use Sherman Data in providing services to Subscriber’s clients where such use is permitted by applicable law and this Agreement.

Subscriber remains solely responsible for:

1. determining the suitability or appropriateness of any investment, portfolio, security, or strategy for a client;

2. satisfying any fiduciary, suitability, best-interest, disclosure, supervisory, or other legal or regulatory obligations applicable to Subscriber;

3. conducting any independent review or due diligence required by Subscriber’s legal, regulatory, fiduciary, or professional obligations; and

4. all recommendations, advice, investment decisions, trades, allocations, and other actions taken by Subscriber or its clients.

SR does not assume any of Subscriber’s duties or obligations to its clients.

3.4 Prohibited Use

Except where expressly authorized by SR in writing, Subscriber may not:

1. sell, sublicense, publish, distribute, or commercially redistribute Sherman Data;

2. provide another firm or unaffiliated financial professional access to Sherman Data;

3. use Sherman Data to create or operate a competing research, data, signal, index, or subscription service;

4. reverse engineer or attempt to derive SR’s underlying models, methodologies, algorithms, source code, or proprietary processes;

5. systematically download, scrape, crawl, harvest, or extract Sherman Data using automated means;

6. use Sherman Data to train, fine-tune, develop, or improve an artificial intelligence, machine-learning, or similar system without SR’s prior written consent;

7. remove or obscure SR’s copyright, trademark, attribution, or proprietary notices; or

8. use Sherman Data for any unlawful purpose.

3.5 Attribution and Client Materials

Where Subscriber is expressly permitted to incorporate Sherman Data into materials provided to its clients, Subscriber will provide appropriate attribution to Sherman Research where reasonably required by SR or applicable third-party licensing requirements.

Subscriber may not represent Sherman Data as Subscriber’s proprietary research or imply that SR has approved, recommended, or endorsed a particular recommendation made by Subscriber.

3.6 Trademarks

The names, trademarks, service marks, logos, and other brand identifiers associated with Sherman Research, Sherman, SR, Sherman Launch System, SLS, Portfolio Signals, and other SR products are owned by SR or its licensors.

Subscriber may not use SR trademarks except as expressly authorized by this Agreement or otherwise approved by SR in writing.

4. PROFESSIONAL AND REGULATORY RESPONSIBILITIES

4.1 Subscriber Compliance

Subscriber is solely responsible for complying with all federal, state, local, self-regulatory, professional, and other laws, regulations, rules, and standards applicable to Subscriber and its business.

Where Subscriber is required to maintain a registration, license, membership, or other authorization to conduct its business, Subscriber represents that it will maintain such authorization while using SLS for that business.

4.2 Subscriber’s Clients

Any client relationship arising from Subscriber’s business is exclusively between Subscriber and its client.

SR does not become an investment adviser, fiduciary, broker, agent, or other financial professional to Subscriber’s client merely because Subscriber uses Sherman Data.

Subscriber is solely responsible for its communications with clients and for determining whether any security, strategy, portfolio, model, allocation, or other investment action is appropriate for a particular client.

4.3 No Delegation of Advisory Responsibility

Subscriber’s use of Sherman Data does not delegate or transfer to SR any investment advisory, fiduciary, suitability, best-interest, supervisory, compliance, or other professional obligation owed by Subscriber to any client or other person.

4.4 Regulatory Matters

Subscriber will promptly notify SR if Subscriber becomes legally prohibited from using SLS or Sherman Data in connection with Subscriber’s business or if a governmental or self-regulatory authority issues an order specifically restricting Subscriber’s use of the Service.

Nothing in this Agreement requires Subscriber to disclose confidential regulatory or client information to SR except as reasonably necessary to address Subscriber’s continued eligibility to use the Service.

5. MARKETING AND COMMUNICATIONS

Subscriber is responsible for ensuring that its advertising, marketing, client communications, and other materials comply with laws and regulations applicable to Subscriber.

Subscriber may not:

1. state or imply that SR provides investment advice directly to Subscriber’s clients;

2. state or imply that SR has determined that any investment or strategy is suitable or appropriate for a particular client;

3. misrepresent the nature or source of Sherman Data; or

4. use SR’s name, trademarks, or Content in advertising or marketing except as authorized by SR.

Nothing in this Agreement authorizes Subscriber to make representations on behalf of SR.

6. SUBSCRIBER REPRESENTATIONS

Subscriber represents and warrants that:

1. Subscriber has authority to enter into this Agreement;

2. Subscriber is a financial professional or financial services organization eligible to use SLS;

3. Subscriber will use SLS only for lawful professional purposes;

4. Subscriber will comply with laws and regulations applicable to its use of Sherman Data;

5. Subscriber will independently determine how Sherman Data is used in Subscriber’s business and with Subscriber’s clients; and

6. Subscriber will not represent that SR is acting as the investment adviser, portfolio manager, broker, fiduciary, or other financial professional to Subscriber or Subscriber’s clients.

7. NOT INVESTMENT ADVICE; INVESTMENT RISK

7.1 Research and Informational Purposes

Sherman Data may utilize mathematical algorithms, market data, quantitative analysis, rankings, model portfolios, portfolio signals, research opinions, and other methodologies to provide information to Subscriber.

Sherman Data constitutes research and information and does not constitute individualized investment advice from SR to Subscriber or any client of Subscriber.

SR does not independently evaluate whether any investment, model, strategy, or security is suitable or appropriate for Subscriber or any particular client.

7.2 No Offer or Solicitation

Nothing contained in Sherman Data constitutes an offer to sell, solicitation of an offer to buy, or individualized recommendation for or against any security.

7.3 Subscriber Investment Decisions

Subscriber is solely responsible for all investment advice, recommendations, portfolio decisions, trading decisions, and other actions taken based upon or informed by Sherman Data.

SR will not be responsible for trading decisions, investment losses, damages, tax consequences, or other results arising from Subscriber’s or a client’s use of Sherman Data except to the extent liability cannot lawfully be excluded.

7.4 Investment Risk

Investing involves risk, including possible loss of principal. Past performance is not a guarantee of future results.

Models, backtests, hypothetical results, rankings, signals, projections, estimates, and similar information involve assumptions and limitations and do not guarantee actual investment performance.

Discussions of securities or strategies may not contain a complete description of all applicable risks. Subscriber is responsible for independently evaluating those risks before making or communicating an investment decision.

7.5 Accuracy

SR obtains information from sources it believes to be reliable but does not warrant that Sherman Data is accurate, complete, timely, or error-free.

Market data and third-party information may be delayed, inaccurate, incomplete, or subsequently corrected.

8. ACCOUNTS AND SUBSCRIPTION ELIGIBILITY

8.1 Eligible Subscribers

SLS is intended for financial professionals and institutional financial services organizations, including registered investment advisers, broker-dealers, family offices, banks, hedge funds, and other qualified financial services businesses.

Eligibility requirements apply to Subscriber, not to SR’s status as an investment adviser.

8.2 User Seats

The number of authorized user seats included with Subscriber’s subscription will be specified in Subscriber’s applicable subscription plan or Schedule A.

Each user seat must be assigned to an individual employed by, partnered with, or otherwise directly affiliated with the subscribing firm.

8.3 No Sharing or Transfer

Users may not share credentials.

User seats may not be sold, sublicensed, transferred, or provided to individuals at unaffiliated firms unless expressly approved by SR.

Subscriber is responsible for all activity occurring through its authorized accounts.

8.4 Verification

SR may reasonably request information necessary to verify Subscriber’s eligibility, firm affiliation, or authorized users.

Failure to provide reasonably requested verification may result in suspension or termination.

9. CONFIDENTIALITY AND SECURITY

Subscriber will maintain the confidentiality of account credentials and any Sherman Data identified as confidential or that a reasonable financial professional would understand to be proprietary or confidential.

Subscriber may not redistribute Sherman research, portfolio signals, reports, emails, or other proprietary information except as expressly permitted by this Agreement.

Subscriber will promptly notify SR if it becomes aware of unauthorized access to its SLS account or unauthorized distribution of Sherman Data.

SR will protect confidential information received from Subscriber in accordance with applicable law and SR’s applicable privacy and security practices.

10. THIRD-PARTY INFORMATION

Sherman Data may contain information or data licensed from third-party providers.

Third-party information may be subject to additional restrictions imposed by those providers. Subscriber agrees to comply with any third-party restrictions communicated through SLS or otherwise provided to Subscriber.

SR does not warrant the accuracy, completeness, availability, or timeliness of third-party information and is not responsible for the acts or omissions of independent third-party providers.

11. DISCLAIMER OF WARRANTIES

THE SERVICE AND SHERMAN DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE FULLEST EXTENT PERMITTED BY LAW, SR AND ITS LICENSORS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND AVAILABILITY.

SR does not warrant that SLS will be uninterrupted, secure, or error-free; that defects will be corrected; or that use of Sherman Data will produce any particular investment result.

Nothing in this Agreement excludes any warranty or right that cannot lawfully be excluded.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law, SR, its affiliates, owners, officers, employees, contractors, licensors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to this Agreement, SLS, or Sherman Data, including lost profits, lost business, lost data, trading losses, investment losses, or loss of goodwill.

SR will not be liable for losses arising from:

1. investment decisions made by Subscriber or Subscriber’s clients;

2. Subscriber’s reliance on Sherman Data;

3. errors, delays, or omissions in market or third-party data;

4. changes to or temporary unavailability of SLS;

5. unauthorized use of Subscriber’s credentials resulting from Subscriber’s failure to reasonably secure them; or

6. acts or omissions of independent third-party providers.

Nothing in this Section limits liability that cannot lawfully be limited.

13. INDEMNIFICATION

Subscriber agrees to indemnify, defend, and hold harmless SR and its affiliates, owners, officers, employees, and contractors from third-party claims, damages, losses, liabilities, and reasonable attorneys’ fees arising from:

1. Subscriber’s material breach of this Agreement;

2. Subscriber’s unauthorized distribution or use of Sherman Data;

3. Subscriber’s investment advice, recommendations, communications, or services to its clients;

4. Subscriber’s violation of applicable law or regulation; or

5. Subscriber’s gross negligence, fraud, or willful misconduct.

SR will promptly notify Subscriber of any claim for which indemnification is sought and will reasonably cooperate in the defense of the claim.

14. RELATIONSHIP OF THE PARTIES

Nothing in this Agreement creates an agency, employment, partnership, joint venture, investment advisory, or fiduciary relationship between SR and Subscriber.

Subscriber has no authority to bind SR.

SR does not become an investment adviser, fiduciary, broker, or other financial professional to Subscriber or any client of Subscriber through Subscriber’s purchase or use of SLS.

Subscriber is solely responsible for the operation of its own business and the expenses, regulatory responsibilities, client relationships, and professional obligations associated with that business.

15. TERM AND TERMINATION

15.1 Effective Date

This Agreement becomes effective when Subscriber first accepts the Agreement, creates an applicable subscription account, executes an order form incorporating this Agreement, or otherwise purchases access to SLS.

15.2 Termination Without Cause

Either party may terminate the Agreement upon 30 days’ advance written notice, subject to any applicable subscription or order-form commitments.

15.3 Termination for Cause

Either party may terminate this Agreement for a material breach if the breach is not cured within 30 days after written notice, where the breach is capable of cure.

SR may immediately suspend or terminate access if:

1. Subscriber is no longer legally permitted to conduct the professional activity for which it uses SLS;

2. Subscriber engages in unauthorized distribution, resale, credential sharing, scraping, reverse engineering, or misuse of Sherman Data;

3. Subscriber attempts an unauthorized assignment of this Agreement;

4. Subscriber fails to pay amounts when due after notice;

5. Subscriber’s use of SLS creates a material security risk to SR or another user;

6. Subscriber uses SLS in violation of applicable law; or

7. Subscriber materially infringes SR’s intellectual property rights.

15.4 Effect of Termination

Upon termination, Subscriber’s right to access SLS ends.

Subscriber must cease unauthorized use or distribution of Sherman Data and discontinue any use of SR trademarks except as otherwise permitted by law.

Sections relating to intellectual property, prohibited use, investment responsibility, confidentiality, warranties, liability, indemnification, and other provisions that by their nature should survive will survive termination.

16. GENERAL TERMS

16.1 Amendments

SR may update this Agreement from time to time. Material changes will be communicated to Subscriber before becoming effective. Continued use of SLS after the effective date of an updated Agreement constitutes acceptance of the updated terms where permitted by law.

16.2 Waiver

A party’s failure to enforce a provision of this Agreement does not waive that provision or the right to enforce it later.

16.3 Assignment

Subscriber may not assign this Agreement without SR’s prior written consent.

SR may assign this Agreement in connection with a merger, acquisition, reorganization, sale of substantially all of its assets, or similar transaction.

16.4 Entire Agreement

This Agreement, together with any applicable Schedule A, order form, subscription terms, and other documents expressly incorporated into it, constitutes the entire agreement between the parties concerning SLS and supersedes prior agreements and understandings concerning the same subject matter.

16.5 Governing Law

This Agreement is governed by the laws of the State of Idaho, without regard to conflict-of-law principles.

16.6 Attorneys’ Fees

In any proceeding to enforce this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs to the extent permitted by law.

16.7 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect.

16.8 Electronic Acceptance

Electronic acceptance, electronic signatures, and electronically executed counterparts will have the same force and effect as originals.

17. ACCEPTANCE

By executing an order form, purchasing a subscription, checking an acceptance box, or otherwise affirmatively accepting this Agreement, Subscriber acknowledges that it has read, understands, and agrees to this Agreement.

Subscriber further acknowledges that:

1. SLS is a professional research product and does not provide individualized investment advice from SR;

2. Subscriber—not SR—is responsible for determining how Sherman Data is used in Subscriber’s business and in connection with Subscriber’s clients;

3. Subscriber remains responsible for its own professional, fiduciary, regulatory, suitability, best-interest, supervisory, and compliance obligations; and

4. access to Sherman Data does not create an investment advisory or fiduciary relationship between SR and Subscriber or between SR and Subscriber’s clients.