Terms & Conditions

SHERMAN LAUNCH SYSTEM (SLS) SUBSCRIPTION SERVICES AGREEMENT

This Agreement is entered into as of this day of signing(the “Effective Date”), between the Sherman Portfolios, LLC, an Idaho corporation (“Sherman”), and a Sherman Direct Subscriber (the Subscriber”). The Subscriber is any financial professional and/or employees of institutional financial services companies such as Registered Investment Advisors, Broker/dealers, family offices, banks, and hedge funds.

RECITALS:
A. Sherman Portfolios LLC (SPL) coordinates the provision of certain professional research and business services by in-house research staff and independent third parties to investment professionals who work with families, trusts, individuals, corporate retirement plans, foundations, endowments, and/or other entities.
B. The Subscriber desires to gain access to certain products and services of SPL, and SPL is willing to make certain products and services available to the Subscriber on the terms hereinafter set forth. Now, therefore, the parties hereto, in consideration of the mutual covenants and representations herein contained, and intending to be legally bound, agree as follows:

1. INVESTMENT PRODUCTS AND SERVICES.

1.1
‍Sherman Portfolios LLC will make available to the Subscriber the investment products and services set forth in Schedule A (the“Investment Products and Services”). The Subscriber agrees that, to the extent the Subscriber determines that such Investment Products and Services are suitable for any of the Subscriber’s clients (the “Clients”), the Subscriber will obtain such of the Investment Products and Services for a Client as theSubscriber deems appropriate. SPL will, at all times, maintain a reasonable and sufficient technical support staff with proper back-ups to protect the integrity of the research and portfolio signals.
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1.2
‍Schedule A may include Investment Products and Services provided by various third parties, all of whom are independent of SPL, whichInvestment Products and Services and their providers SPL may change, substitute for or discontinue at any time and from time to time.

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2. FEES; TERMS OF PAYMENT.

The fees to be paid by the Subscriber to SPL, and the terms of payment thereof, are set forth in Schedule A of this Agreement. SPL reserves the right to change the fee schedule upon 30 days’ advance written notice. Fee sare payable and due in accordance with the terms set forth in Schedule A.‍

2.1

Sherman Portfolios 30-Day Money Back Guarantee Terms and Conditions

The following are terms and conditions regarding our 30-Day Money Back Guarantee for our monthly subscriptions, SLS 1.0 and SLS Portfolio Manager.

a) Applicability

The 30-Day Money Back Guarantee applies exclusively to the following monthly subscription services:

- SLS 1.0

- SLS Portfolio Manager

- This guarantee does not apply to any annual pay subscriptions.

b) Guarantee Period‍

You are eligible for a full refund if you request cancellation within 30 days from the start date of your monthly subscription. There is no cancellation fee, required reason for cancellation, or waiting period.

c) Cancellation Process

‍To receive a full refund, a cancellation request must be submitted within and no later than the 30th day of the subscription period. Refunds will be processed upon receipt of the cancellation request and refunds may take up to 5 business days to be processed.

d) Refund Procedure

Upon receipt of your cancellation request within the specified period, we will process your refund in full for the applicable subscription fee. Refunds will be processed using the original payment method. Please allow 5-10 business days for the refund to reflect on the original payment method after the cancellation request.

e) Subscription Management

All subscriptions are billed monthly unless the subscriber elects to pay annually and receive a 2-month subscription discount. You can cancel your subscription at any time by contacting us via phone or email.

f) Exclusions

This guarantee does not apply to any annual pay subscriptions. Cancellations requested after the 30-day period are not eligible for a refund.

g) Contact Information

For any questions or to request a cancellation, please contact our customer support at info@shermanportfolios.com or call us at (888) 957-3438.

h) Amendments

Sherman Portfolios reserves the right to amend these terms and conditions at any time. Any changes will be posted on our website and will apply to subscriptions renewed after the changes are posted. By subscribing to our services, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.

3. INTELLECTUAL PROPERTY LICENSE; OWNERSHIP.

3.1 Definitions.
‍For purposes of this Agreement:"Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person. For the purposes of the foregoing sentence, the term "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. "Confidential Information" means any confidential or proprietary know-how or other information provided or made available by SPL to Subscriber that (a) is identified as confidential or proprietary by SPL or, (b) based on the nature of such information, Subscriber knows or would reasonably be expected to know is confidential or proprietary. "Derivative Works"means any data or other information created or derived from any ShermanPortfolios LLC Data (SPL Data) by or on behalf of Subscriber or any of itsAffiliates. "Distribute" means to publish, disclose, sell, transferor otherwise disseminate. "Financial Product" means any financial indices, investment product or financial instrument of any kind or character, including securities, options, futures, swaps, and other derivatives."Governmental Entity" means any state, nation or international body or governmental organization, whether domestic, foreign or multinational, including any agency, authority, commission, body, court or other legislative, executive, regulatory or judicial governmental authority. "IntellectualProperty Rights" means any and all rights anywhere in the world in or tothe following: (a) inventions, discoveries, ideas and improvements, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, revisions, supplementary protection certificates, continuations, continuations-in-part, renewals, extensions, reissues and reexaminations; (b) Trademarks; (c) trade secrets and other intellectual property rights in proprietary information, know-how, processes, schematics, business methods, formulae, drawings, models, data and designs; (d)published and unpublished works of authorship, whether copyrightable or not(including software), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (e) all other intellectual property, moral, industrial and proprietaryrights. " SPL Data " means the data provided by SPL to Subscriber pursuant to this Agreement, as further described at Schedule A. " SPLTrademark" means any Trademark that consists of or incorporates the word “SPL,”"Sherman," “portfolio signals,” “Sherman Portfolios”, or any derivative thereof, or any other Trademark owned by SPL. "Law" means any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, opinion, franchise, license or permit of any Governmental Entity or common law."Permitted Recipients" means the Subscriber, employees of institutional financial services companies such as Registered InvestmentAdvisors, Broker/dealers, family offices, banks, and hedge funds, as well as prospects. “Prospects” means any individual or financial services company that is categorized in Permitted Recipients but is not yet a Subscriber to SPL’s services. "Permitted Use" means Subscriber’s internal use of SPL’s research and models to provide investment options for advisers and investors, but expressly excluding any Prohibited Use. "Person" means an individual, a group, a corporation, a partnership, an association, a limited liability company, aGovernmental Entity, a trust or other entity or organization. "ProhibitedUse" means the development, creation, registration, issuance, listing, trading, clearing or settlement of any Financial Products or the Distribution to a third-party of Sherman Data or any Derivative Works that could reasonably be reverse engineered into Sherman Data by any Person other than Subscriber or its Affiliates without an extraordinary amount of time and effort."Recipient Disclosure" has the meaning set forth in Section 3.2(b)."Recipient Derivatives" means any data or other information created or derived from any Sherman Data or Derivative Works by or on behalf of anyPermitted Recipient. "Trademarks" means trademarks, service marks, brand SPL, Sherman and PORTFOLIO SIGNALS, certification marks, collective marks, fictitious or assumed names, Internet domain, Sherman, portfolio signals, and “Sherman Portfolios”,  logos, symbols, trade dress, trade SAGE,Sherman, PORTFOLIO SIGNALS, and “Sherman Portfolios”,  and other indicia of origin, whether registered or unregistered, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of the same.

3.2 License.
‍Subject to the terms and conditions set forth in this Agreement SPL hereby grants to Subscriber a personal, non-exclusive, non-sublicensable, nontransferable, worldwide, revocable license to use ShermanData solely for the Permitted Use (the "License"); provided, however, that the License granted herein does not include any right to use Sherman Data for, or in connection with, any Prohibited Use. By execution hereof, Subscriber accepts such License. All rights in and to the Sherman Data and SPL'sIntellectual Property Rights not expressly granted to Subscriber under thisAgreement are reserved and retained exclusively by SPL.

3.3 Subscriber Covenants.
(a) Subscriber may not use or display any Trademarks owned by SPL without SPL's prior written approval except as agreed by the Parties in writing and except use or display related to theSherman Data referenced in Schedule A and Schedule C. Notwithstanding the foregoing, to the extent that Subscriber Distributes Sherman Data or DerivativeWorks to Permitted Recipients, including by displaying it on any materials(whether paper or electronic), Subscriber shall provide appropriate attribution, subject to SPL's prior written approval, to make it clear that Sherman Data was obtained from SPL. Attribution should be made along with any presentation ofSherman Data and Derivative Works in a manner that is clear, visible and legible to Permitted Recipients. Acceptable forms of attribution, which will not require SPL's prior written approval, include: "[Financial Product)created using data provided by Sherman Portfolios, LLC" or "Data provided by Sherman Portfolios, LLC" and including a link to shermanportfolios.com. The Parties agree that Subscriber is not required to obtain pre-approval on marketing materials or Derivative Works associated with Financial Products that incorporate the Sherman Data referenced in Schedule A and that Subscriber will use the Sherman attributions referenced in Section 3.2(a).
(b) Subscriber shall disclose to Permitted Recipients that any and all Distribution of Sherman Data or Derivative Works by Subscriber to any Permitted Recipient prohibits eachPermitted Recipient from (i) Distributing Sherman Data or Derivative Works,(ii) creating, developing or Distributing Recipient Derivatives, and {iii)using or permitting the use of Sherman Data, Derivative Works or any part thereof for any Prohibited Use ("Recipient Disclosure"). Subscriber shall promptly notify SPL in writing should it become aware of any breach or suspected breach of prohibitions contained in the Recipient Disclosure.

3.4 Intellectual Property Ownership.
As between the Parties, all right, title and interest in and to all Sherman Data and Trademarks are and shall be owned solely and exclusively by SPL. Subscriber will properly attribute Sherman Data and Sherman Trademarks to SPL. Subscriber retains ownership rights, interest, and title in any Financial Product created usingSherman Data and Sherman Trademarks. Subscriber, on behalf of itself and itsAffiliates, hereby assigns to SPL all right, title and interest that Subscriber may have, develop, or acquire in Derivative Works or to any such Sherman Data and Sherman Trademarks to SPL, including any goodwill associated therewith. In addition, Subscriber covenants and agrees not to raise or cause to be raised any questions, challenges, or objections to the validity of Subscriber ownership of the Sherman Data and Intellectual Property Rights, and right to exclusive use and license thereof.

3.5 Notification.
‍If at any time Subscriber or any of itsAffiliates becomes aware of any infringement, misappropriation, or other violation of any Sherman Data or Sherman Trademarks by a third party, Subscriber shall promptly inform SPL in writing thereof. If, at any time SPL or any of its Affiliates becomes aware of any infringement, misappropriation, or other violation of Subscriber’s Derivative Works, models, trademarks, or other intellectual property, SPL shall inform Subscriber in writing thereof. SPL shall have the sole right to determine whether or not to take any action in its name with respect to such infringement, misappropriation, or other violation. Subscriber reserves the right to institute suit or take any action in its own name with respect to infringement, misappropriation, or other violation of Subscriber’s models or intellectual property, including those that reference Sherman Data, based onSubscriber’s creation and distribution of the model. Subscriber and SPL agree to give reasonable assistance to the other party with respect to any such proceeding, as may be required.

3.6 No Unauthorized Use.
‍Subscriber shall not, and shall cause its Affiliates not to, make any use of any Sherman Data other than as expressly permitted in this agreement, or any Sherman Trademarks other than as expressly permitted under Section 3.2(a).

3.7 Goodwill.
‍Subscriber acknowledges and understands that apart from its rights under this Agreement, the Sherman Data and IntellectualProperty Rights, and all rights therein and goodwill pertaining thereto, belong exclusively to SPL. Subscriber shall not, at any time, acquire any rights to the Sherman Data and Trademarks by virtue of any use it may make of the ShermanData and Trademarks. Subscriber covenants and agrees to cooperate fully and in good faith with SPL for the purpose of securing and preserving SPL's rights in and to the Sherman Data, Trademarks, and Intellectual Property Rights. Subscriber acknowledges, understands, covenants, and agrees that this Agreement shall not be construed as an assignment or grant to Subscriber of any right, title, or interest in or to any of SPL's rights, titles, or interests in and to theSherman Data, Trademarks, Intellectual Property Rights, or any other property or rights of SPL. SPL acknowledges that Subscriber will obtain goodwill in the models it creates, runs, and markets using Sherman Data as well as rights, title, and interest in those models. SPL shall not, at any time, acquire any rights to Subscriber’s models or intellectual property by virtue of Subscriber using the Sherman Data and Trademarks. SPL covenants and agrees to cooperate fully and in good faith with Subscriber for the purpose of securing and preserving Subscriber’s rights in and to Subscriber’s models, Data, Trademarks, and IntellectualProperty Rights. SPL acknowledges, understands, covenants, and agrees that thisAgreement shall not be construed as an assignment or grant to SPL of any right,title, or interest in or to any of Subscriber’s rights, titles, or interests in and to Subscriber’s models, Data, Trademarks, Intellectual Property Rights, or any other property or rights of Subscriber.

4. CONDUCT OF BUSINESS.

4.1 Compliance.
‍The Subscriber and SPL will comply in all respects with all statutes, laws, ordinances, regulations, orders and rules of any federal, state, local or other governmental agency, and of any other regulatory or self-regulatory body, applicable to the conduct of their respective businesses.

4.2 Responsibility.
As between the Subscriber and SPL, the Subscriber will have sole responsibility for all investment decisions made by Clients.

4.3 Notification.
The Service Recipient will promptly notifySPL of (a) any written notice to the Subscriber of a violation or alleged violation of its duties to a Client or of any law, regulation or policy of any federal, state or local governmental agency or regulatory or self-regulatory body, and (b) any written complaint by a Client directly or indirectly relating to SPL.

5. CERTAIN RIGHTS AND OBLIGATIONS OF SERVICE RECIPIENT.

The Subscriber covenants and agrees as follows:
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Marketing and Advertising.
The Subscriber may disclose that it utilizes investment products and services obtained through its relationship with SPL and may utilize marketing materials prepared and supplied by SPL, as listed in SCHEDULE C. In addition, the Subscriber may prepare and distribute its own marketing materials relative to its provision of investment services, provided that Subscriber agrees that it will not indicate that it is a partner of, employee of, or in a joint venture with SPL or Sherman, or otherwise misrepresent its association with SPL or Sherman. Subscriber agrees that it will obtain the prior written approval from SPL for all marketing and similar materials proposed to be used by the Subscriber which refer directly or indirectly to SPL or Sherman, if other than the contents shown in SCHEDULE C.

6. REPRESENTATIONS AND WARRANTIES OF SERVICE RECIPIENT.

The Subscriber represents and warrants to SPL as follows, which representations and warranties will be continuing and shall be accurate at all times during the term of this Agreement:

(a) The execution, delivery and performance of this Agreement by the Subscriber have been duly authorized byall necessary action on the part of the Subscriber and do not and will not conflict with any charter document, contract, agreement, law, or regulation towhich the Subscriber is a party or by which the Subscriber is bound.
(b) To the extent the Subscriber acts on behalf of a Client or otherwise deals with aClient regarding Investment Products or Services, the Subscriber has all required authority from such Client to do so.

7. INDEMNIFICATION; LIMITATION OF LIABILITY.

7.1 Indemnification.
Each party (“Indemnifying Party”) shall indemnify and hold harmless the other party (“Indemnified Party”) from and against any and all demands, actions, suits, proceedings and claims, and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities, to the extent the same arise directly or indirectly out of a breach by the Indemnifying Party of any provision hereof or the negligence or willful misconduct of the Indemnifying Party.

7.2 Notice; Defense; Settlement.
The Indemnified Party shall give prompt written notice to the Indemnifying Party of any demand, action, suit, proceeding or claim for which indemnification may be sought hereunder and shall permit the Indemnifying Party, at the sole expense of the IndemnifyingParty, to participate in the defense thereof. The Indemnified Party, at the expense of the Indemnifying Party, shall cooperate in such defense to the extent requested by the Indemnifying Party. The Indemnified Party shall not enter into a settlement for which it may seek indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

7.3 Limitation Of Liability.
Except as provided herein,neither party hereto shall be liable to the other for any good faith error ofjudgment or mistake of law arising out of any act or omission on the part ofany third party (including, without limitation, third party money managers,brokers, custodians or other service providers). The Subscriber agrees toindemnify and hold harmless SPL and Sherman from any claims of and liabilitiesto any Client based on or in any way arising out of this Agreement or anyInvestment Products or Services arranged for hereunder, including reasonableattorneys’ fees incurred in defending against any such claim, except to theextent such claim or liability directly results from the gross negligence orwillful misconduct of SPL or Sherman.

7.4 Disclaimer.
SPL makes no representation, express or implied, with respect to any Investment Product or Service provided by, or anyact or omission of, any independent third-party service provider. In no event shall SPL be liable for consequential, indirect, special, incidental or punitive damages.

7.5 General.
The provisions of this Section 7 shall survive the termination of this Agreement.

8. RELATIONSHIP OF PARTIES.

This Agreement shall not be deemed to create any relationship of agency, employment, partnership or joint venture between the parties. The Subscriber is not authorized to make any commitment or otherwise act on behalf of SPL or Sherman. The Subscriber acknowledges that all expenses incurred by the Subscriber in the conduct of its business will be the sole responsibility of the Subscriber and that neither SPL nor Sherman will have any obligation with respect thereto. The Subscriber further acknowledges that neither SPL nor Sherman is a fiduciary, as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) or in other applicable federal or state law, with respect to any Client and agrees that it will neither make any representation that either SPL or Sherman is such a fiduciary nor take any action that would cause either SPL or Sherman to become such a fiduciary.

9. CONFIDENTIALITY.

(a) All of the Subscriber’s Client information shall be kept confidential by SPL and shall not be used by SPL for any purpose other than as specifically contemplated by this Agreement.

(b) The Subscriber agrees to keep confidential all passwords that provide access to portions of Sherman’s or SPL’s Internet site. The Subscriber agrees that it will not redistribute Sherman research, portfolio signals, emails or information from Sherman’s or SPL’s internet site to third parties, other than to Subscriber’s Clients, without SPL’s written permission. Subscriber agrees to not sell Sherman research to individual investors for use independent of an advisor’s guidance. All Sherman research is proprietary and confidential and distribution to third parties is strictly prohibited. If Subscriber violates this confidentiality by providing Sherman research to third parties other than what is permitted in this paragraph, for compensation or not, the advisor and all personnel from that advisor’s office will be immediately and permanently banned from future access to SPL products and services.

10. EFFECTIVE DATE; TERMINATION.

10.1 Effective Date.
This Agreement shall be effective as of the date of first subscription account creation on SPL’s internet site and subsequent payment from Subscriber.

10.2 Termination Without Cause.
Subscriber may terminate this Agreement at any time, by giving 30 days’ advance written notice of termination to the other party. SPL may terminate this Agreement at any time by giving 30 days’ advance written notice of termination to the other party. SPL reserves the right to change the nature of some deliverables occasionally (if for the betterment of the SPL experience, or due to circumstances beyond SPL’s control, or for another good cause), and if such changes alter a Subscriber’s experience with SPL in a negative way, Subscriber may contact SPL to substantially shorten their notice-period to cancel services.
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10.3 Termination For Cause.
(a) In the event of a material breach of this Agreement by either party hereto, the other party, in addition to any other remedies such party may have, may terminate this Agreement on 30 days’ advance written notice to the defaulting party unless the defaulting party cures the breach within such 30-day period.
(b) Notwithstanding anything to the contrary herein, SPL may terminate this Agreement immediately upon written notice to the Subscriber, without giving the Subscriber any opportunity to cure, if any of the following occurs:
(1) The Subscriber ceases to be properly registered as an investment advisor under or barred from an activity by the SEC or any other governmental or self-regulatory body, or fails to comply with any federal, state or local law or regulation materially affecting its business or its rights or obligations hereunder;
(2) The Subscriber attempts an unauthorized assignment of any of its rights or obligations under this Agreement;
(3) The Subscriber engages in conduct that in SPL’s judgment reflects materially and unfavorably upon SPL, Sherman or any third-party service provider or the business of any of them;
(4) The Subscriber fails to remit in full any payment to SPL, Sherman or any third-party service provider within one (1) business days following written notice that such payment is overdue; or
(5) The Subscriber fails to comply with written directions from SPL that are not inconsistent with this Agreement, or fails to use anInvestment Product or Service according to the terms set forth in this Agreement.

10.4 Obligations Upon Termination.
Upon termination of thisAgreement, the Subscriber shall immediately destroy or return to SPL all promotional or marketing materials that refer in any manner to SPL or Sherman and cease referring to any ability to obtain Investment Products or Services through SPL.

11. GENERAL

11.1 Amendments.
This Agreement can be amended only by written agreement of the parties.

11.2 Waiver.
Any term or provision of this Agreement may only be waived in writing by the party entitled to the benefit thereof. A waiver by either party of a breach of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach of that or any other provision of this Agreement.

11.3 Assignment.
The Subscriber may not assign any of its rights or obligations hereunder without the prior written consent of SPL. Subject to such restriction on assignment, this Agreement shall be binding upon and shall inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

11.4 Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings and discussions with respect thereto.

11.5 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of Idaho as such laws are applied to agreements between Idaho residents entered into and to be performed entirely inIdaho.

11.6 Attorneys’ Fees.
In the event any suit or other proceeding is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts to which such party maybe entitled, shall be paid by the other party a reasonable amount for attorney’s fees and costs.

11.7 Counterparts.
This Agreement may be executed in counter parts, each of which when delivered shall be deemed to be an original, but all such counterparts shall constitute one and the same document.

11.8 Acceptance.
The Sherman Data is for licensed financial professionals and institutional financial services companies such as Registered Investment Advisors, Broker/dealers, family offices, banks, and hedge funds. Subscriber’s use of any Sherman Data is subject to and constitutes acceptance of these Terms. Subscriber may not use the Sherman Data if,
(a) they are not a licensed financial advisor or institutional financial services company,
(b) they are no tof legal age to form a binding contract with SPL, or
(c) they are a person barred from receiving such data under any applicable laws or regulations.

11.9 Not Investment Advice.
Portions of the Sherman Data utilize mathematical algorithms and market data to provide information to Subscriber and other users. Subscriber acknowledges that SPL does not independently valuate the suitability of any investments for them or their clients. The calculations that produce the Riskalyze Risk Numbers and 6-month Range Numbers are proprietary to Riskalyze, Inc. They are for informational purposes only, and SPL expressly disclaims all responsibility for their use. The information, data, analysis, rankings, model portfolios and opinions contained in theSherman Data includes the confidential and proprietary information of SPL; may include or be derived from account information provided by Subscriber which cannot be verified by SPL; may not be copied or redistributed; does not constitute investment advice offered by SPL; are provided solely for informational purposes and do not constitute an offer to buy or sell a security; and are not warranted to be correct, complete or accurate. Except as otherwise provided by law, SPL shall not be responsible for any trading decisions, damages or other losses resulting from the use of this information, data, analysis or opinion. To the maximum extent permitted by law, SPL disclaims any and all liability in the event that any content or data contained in theSherman Data is inaccurate, incomplete, unreliable, or results in any investment or other losses. Nothing in the Sherman Data should be construed as an offer to sell, an offer to buy, or a recommendation for or against any security by SPL or any third party. Past performance is no guarantee of future results. Subscriber acknowledges that an investment in any security is subject to a number of risks and that discussions of any security published in theSherman Data will not contain a list or description of relevant risk factors.In addition, please note that some of these securities may have a low market capitalization or insufficient public float. Such securities are subject tomore risk than others due to factors such as greater volatility, lower liquidity, and less publicly available information.

11.10 Prohibited Actions.
Subscriber agrees not to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Sherman Data or any part thereof, unless this is expressly permitted or required by law, or unless they have been specifically told that they may do so by SPL, in writing.

11.11 Copyright:
The Sherman Data is protected by copyright, trade secret and trademark laws. Portions of the Sherman Data contain information and data from third party providers, subject to their own copyright provisions. Certain parts of the information provided in the Sherman Data is proprietary to SPL and/or its content providers; may not be copied or distributed, and is not warranted to be accurate, complete or timely. Neither SPL nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

11.12 Use of the Sherman Data.
Subscriber acknowledges that each subscription to the Sherman Data is designed, intended and licensed for the use by a named user only. Subscriber agrees not to share access to the Sherman Data with any other individuals or entities. Subscriber agrees that they are solely responsible for the activities that occur under their license of the Sherman Data. Subscriber agrees to provide accurate and correct information about their identity, firm, and status as a licensed investment advisor. Subscriber agrees to use the Sherman Data only for purposes that are permitted by
(a) this Agreement, and
(b) any applicable laws or regulations. Subscriber agrees not to access any of the Sherman Data by any means other than that provided by SPL, except where expressly permitted by a separate agreement with SPL. Subscriber specifically agrees not to use automated means (including the use of scripts or web crawlers) to access the Sherman Data. Subscriber agrees not to engage in any activity that interferes with or disrupts the Sherman Data, or the servers and networks connected to the Sherman Data. Unless specifically permitted in a separate agreement with SPL, Subscriber agrees that they will not reproduce, duplicate, copy, sell, trade or resell the Sherman Data for any purpose. Due to agreements with third party providers of data to the ShermanData, the outputs from the Sherman Data, including but not limited to its screenshots, reports and analytics, may not be used in general mailings, mass communications or advertisements, without prior written approval from SPL.

11.13 Subscription Eligibility‍

The subscription service is available exclusively to business firms, defined as legally registered entities engaged in commercial, industrial, or professional activities. Each subscription allows for up to three (3) users. These users must be employees or partners of the subscribing business firm.

11.14 User Assignment

The three (3) included user seats must be delegated at the business firm level, meaning that only individuals who are directly affiliated with the subscribing firm can occupy these seats. The subscribing firm is responsible for ensuring that the user seats are assigned to individuals who are directly involved in the firm’s business operations.

11.15 Prohibition of User Seat Transfer

User seats provided under the subscription cannot be transferred, shared, or reassigned to financial advisors or any other individuals who are not employed by or directly affiliated with the subscribing business firm. Any attempt to transfer or assign user seats to individuals at different firms or businesses will be considered a breach of these terms and conditions, and may result in the termination of the subscription without a refund.

11.16 Compliance and Verification‍

The subscribing business firm must comply with all applicable laws and regulations in relation to the use of the subscription service. The subscription service provider reserves the right to request verification of the user seats’ assignments and the affiliated firm status of the users at any time. Failure to provide such verification may result in suspension or termination of the subscription.

11.17 Termination and Consequences‍

Violation of these terms and conditions may lead to immediate termination of the subscription service without notice and without any refund of subscription fees. Upon termination, all rights to access and use the subscription service will cease immediately.

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11.18 Exclusion of Warranties:
Nothing in these terms, including the “Exclusion of Warranties” and “Limitation of Liability” sections, shall exclude or limit SPL’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach or implied terms, or incidental or consequential damages.Accordingly, only the limitations which are lawful in your jurisdiction will apply to service recipient and our liability will be limited to the maximum extent permitted by law. SPL further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.  

11.19 Representations:
Subscriber expressly understands and agrees that the use of the Sherman Data is at their sole risk and that theSherman Data is provided “As Is” and “As Available.” In particular, SPL, its subsidiaries and affiliates, and its licensors DO NOT represent or warrant that:
(a) Subscriber’s use of the Sherman Data will meet their requirements,
(b) Subscriber’s use of the Sherman Data will be uninterrupted, timely, secure or free from error,
(c) any information obtained by Subscriber as a result of your use of the Sherman Data will be accurate or reliable, and
(d) that defects in the operation or functionality of any software provided to Subscriber aspart of the Sherman Data will be corrected. Any material downloaded or otherwise obtained through the use of the Sherman Data is done at your own discretion and risk and that Subscriber will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by Subscriber from SPL through or from the Sherman Data shall create any warranty not expressly stated in the terms.

11.20 Limitation of Liability:
Subject to the overall provisions in these terms, Subscriber expressly understands and agrees that SPL, its subsidiaries and affiliates, and its licensors shall not be liable to Subscriber for:
(a) Any direct, indirect incidental, special consequential or exemplary damages which may be incurred by Subscriber, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
(b) Any loss or damage which may be incurred by Subscriber, including but not limited to loss or damage as a result of your or SPL’s actions;
(c) Any reliance placed by Subscriber on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between Subscriber and any advertiser or sponsor whose advertising appears on the Sherman Data;
(d) Any changes which SPL may make to the Sherman Data, or for any permanent or temporary cessation inthe provision of the Sherman Data (or any features within the Sherman Data);
(e) The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Sherman Data;
(f) Your failure to provide SPL with accurate account information;
(g) All of the limitations on SPL’s liability to Subscriber shall apply whether or not SPL has been advised of or should have been aware of the possibility of any such losses arising.

11.21 Notices.
All notices and other communications shall bein writing and shall be deemed to have been given when personally delivered, sent by telecopy, emailed, or by messenger, or mailed by registered or certified mail, return receipt requested, as follows, subject to the right ofeither party to change its address upon ten days’ advance written notice to the other:

To SPL: Sherman Advisor Group c/o Sherman Portfolios, LLC
2000 W. John Loop
Coeur d’Alene, ID 83814
Attn: Office of the President
Email: adam@shermanportfolios.com
Fax: 208-667-5868