Terms of Service

Effective July 29, 2026 · Early-access version — we may update these terms as the product develops.

1. Agreement & acceptance

These Terms of Service are a binding agreement between you and Shepherd Finance ("Shepherd," "we," or "us"). By accessing or using shepherdfinance.com, the Shepherd app, or any related service, feature, or software (together, the "Services"), you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services.

You must be at least 18 years old and have the legal capacity to enter into this agreement. If you use the Services for an organization, you represent that you have authority to bind it. You also represent that applicable law does not prohibit you from using the Services.

2. What Shepherd is (and is not)

Shepherd provides software: analytical tools, informational content, and a non-custodial interface through which you can interact with third-party wallets, exchanges, brokerages, and protocols that you select.

Shepherd is not a bank, broker-dealer, investment adviser, exchange, futures commission merchant, money transmitter, or custodian. Shepherd does not execute, clear, or settle transactions on its own account and does not operate a trading venue. Transactions occur through the third-party services you choose.

3. Non-custodial; your keys

Shepherd never holds your private keys or funds. Your assets remain in your own wallet, exchange, or brokerage account. Venue connections use scoped, trade-only authorizations that can place trades within the permissions you grant but cannot withdraw, transfer, or move your funds. On some centralized venues, the venue enforces this restriction through its trade-only application programming interface permissions.

You can revoke a connection or authorization at any time. Revocation stops new activity but cannot reverse an order already submitted. You remain in control of, and responsible for, your accounts, wallets, credentials, devices, seed phrases, passwords, permissions, and account security.

4. No investment advice

All content, including AI-generated trade ideas or "cards," analysis, signals, alerts, scores, news, and educational material, is provided only for general informational purposes. It is not investment, financial, trading, legal, or tax advice and is not a recommendation, solicitation, or endorsement to buy, sell, hold, or enter any asset, security, derivative, transaction, or strategy.

Using the Services creates no fiduciary, advisory, brokerage, agency, or client relationship with Shepherd. We do not assess suitability or owe duties of suitability or best execution. You must evaluate information independently, obtain professional advice when appropriate, and decide whether and how to act. Your decisions and actions are at your own risk.

5. AI-generated content

Much of the content in the Services is generated by artificial intelligence models without individual human review. That content can be inaccurate, incomplete, misleading, biased, or out of date, even when it appears detailed or confident. Shepherd does not independently verify AI-generated content, and you must not rely on it as fact. Check material information through independent sources before acting.

AI models may propose analysis, strategies, or trade ideas, but they do not assemble, sign, or transmit executable orders. Deterministic, non-AI software constructs and validates orders, applies configured controls, and requires user approval unless the order falls within automation limits the user has expressly enabled. These controls do not assure any particular result.

6. Trading risk

Trading securities, digital assets, derivatives, and event contracts involves substantial risk of loss and is not suitable for everyone. Prices can change rapidly, liquidity can disappear, transactions can be irreversible, and third-party venues or protocols can fail.

You are responsible for deciding whether you understand and can bear these risks. Trade only amounts you can afford to lose in full.

7. Approval-first execution & automation

By default, an order is placed only after your per-transaction review and approval. If you expressly enable automation, orders may be placed without additional approval only within the venues, assets, size, leverage, frequency, loss thresholds, and other limits you configure. You authorize activity within those limits and are responsible for setting, monitoring, and updating them.

You can pause automation, use an available kill switch, or revoke a connection. These actions stop new orders but do not reverse submitted orders or ensure an exit at a desired time or price. Shepherd may restrict, pause, or suspend execution features when reasonably needed for safety, security, legal compliance, venue conditions, or system integrity.

8. Eligibility & restricted features

Some features, including perpetual futures and prediction or event markets, are unavailable to persons who are citizens or residents of, located in, or accessing from the United States or another jurisdiction where the feature is restricted. Eligibility is determined feature-by-feature and may change. Other parts of the Services may remain available.

You must not misrepresent your identity, citizenship, residence, or location, or use a virtual private network, proxy, masking tool, false information, or other means to evade geographic or access controls. You are responsible for complying with the laws that apply to you and may use a feature only where your use is lawful.

9. Fees

Subscription fees, usage credits, and any Shepherd per-trade or referral-fee attribution are disclosed in the product at the point of use. By approving a transaction with a disclosed attribution, you authorize its application. Fees and credit terms may change after notice, subject to applicable law. Fees charged by venues, wallets, networks, protocols, payment providers, or other third parties are separate and are not Shepherd fees.

10. Loyalty & rewards

Shepherd may offer points, tiers, discounts, credits, access, or other loyalty units called "Wool." Wool has no cash or monetary value, is not an investment, security, token, cryptocurrency, digital asset, financial instrument, or currency, and is not redeemable for cash. Wool does not provide ownership or equity rights, may not be transferable, may expire or be adjusted, and may be modified or discontinued at any time.

11. Third-party services

Wallets, exchanges, brokerages, protocols, blockchains, data sources, AI providers, key-management providers, and other third-party services are independent of Shepherd and are governed by their own terms. Shepherd does not control or endorse them and is not responsible for their availability, security, custody, data, pricing, execution, settlement, delays, errors, acts, omissions, or losses arising from them. You are responsible for reviewing and accepting their terms and risks.

12. Acceptable use

You may not use the Services to:

• violate law, sanctions, third-party rights, or venue rules, or engage in fraud, market manipulation, deceptive trading, or other abusive conduct;
• scrape or extract data at scale, overload or disrupt the Services, introduce malicious code, or interfere with another person's access;
• reverse engineer, copy, or attempt to discover non-public source code, except where applicable law expressly permits it; or
• bypass access, security, rate, eligibility, or geographic controls, or infringe intellectual-property or privacy rights.

13. Intellectual property

Shepherd and its licensors own the Services, including their software, design, content, branding, and related intellectual property. Subject to these Terms, Shepherd grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Services for their intended purpose. No other rights are granted.

If you provide suggestions, ideas, or other feedback, you permit Shepherd to use it freely, without restriction or compensation, and without identifying you.

14. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, RELIABILITY, UPTIME, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

Applicable law may not permit some exclusions, so some of these exclusions may not apply to you.

15. Limitation of liability

To the maximum extent permitted by law, Shepherd and its affiliates, licensors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost revenue, trading losses, lost data, lost goodwill, or diminution in value, arising from the Services, content, trades, automation, third-party services, or these Terms, under any legal theory, even if advised that such damages were possible.

SHEPHERD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE TOTAL FEES YOU PAID SHEPHERD IN THE TWELVE MONTHS BEFORE THE CLAIM.

These limits do not apply where applicable law prohibits them.

16. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Shepherd, its affiliates, and their officers, directors, employees, agents, licensors, and service providers from claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from your use of the Services, your trades or authorized automation, your connected accounts, your violation of these Terms or applicable law, or your violation of another person's rights.

17. Dispute resolution & arbitration

Before filing a claim, you and Shepherd will give the other written notice and try in good faith to resolve the dispute for 30 days. If it is not resolved, either party may require binding arbitration before one neutral arbitrator administered by the American Arbitration Association under its Consumer Arbitration Rules. The Federal Arbitration Act governs this arbitration provision.

Arbitration will proceed only on an individual basis. You and Shepherd waive the right to a jury trial and the right to participate in a class, collective, consolidated, private-attorney-general, or representative action or arbitration. Either party may instead bring an eligible individual claim in small-claims court. Either party may also seek temporary or injunctive relief in court to protect intellectual property, confidential information, or system security.

You may opt out of this arbitration agreement by emailing shepherdfinancebusiness@gmail.com within 30 days after you first accept these Terms. Your notice must include your name, the email associated with your account, and a clear statement that you opt out of arbitration. Opting out does not affect the rest of these Terms.

Delaware law governs these Terms and any dispute, excluding its conflict-of-laws rules. For any claim that is not subject to arbitration or small-claims court, you and Shepherd consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

18. Suspension & termination

You may stop using the Services at any time. Shepherd may restrict, suspend, or terminate access if we reasonably believe it is necessary to address risk, security, unlawful activity, a violation of these Terms, third-party requirements, or legal or regulatory obligations. Termination does not reverse transactions already submitted or alter obligations already incurred.

Provisions that by their nature should survive will survive, including those concerning ownership, risk, warranty disclaimers, liability, indemnification, disputes, and general terms.

19. Changes to these terms

We may update these Terms as the Services develop. Updated Terms will be posted with a new effective date, and we may provide additional notice of material changes. Unless a notice states otherwise, your continued use after updated Terms take effect means you accept them.

20. General

If any provision is found unenforceable, it will be enforced to the greatest extent permitted and the remaining provisions will remain in effect. These Terms and the Privacy Policy are the entire agreement between you and Shepherd concerning the Services and replace prior understandings on that subject. A failure to enforce a provision is not a waiver.

You may not assign these Terms without Shepherd's written consent. Shepherd may assign them as part of a merger, reorganization, asset transfer, financing, or otherwise. Shepherd is not responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, war, government action, market disruption, communications or power failures, and failures of venues, networks, blockchains, or data providers.

You consent to receive agreements, notices, disclosures, and other communications electronically. Electronic communications satisfy any legal requirement that they be in writing.

21. Contact

Questions, notices, and arbitration opt-outs may be sent to shepherdfinancebusiness@gmail.com.