1. Acceptance and Eligibility
1.1 Agreement. These Terms of Use ("Terms") are a binding agreement between Sherman Research LLC, an Idaho limited liability company ("SR," "we," "us"), and each individual who creates a membership for the Sherman Research Consumer Product (the "Member," "you"). You accept these Terms by checking the acceptance box or clicking to purchase a membership, or by accessing the Service.
1.2 Eligibility. You must be at least 18 years old and able to form a binding contract to become a Member. Each membership is for one named individual.
2. The Service
2.1 What the Service Is. The Sherman Research Consumer Product (the "Service") is a publication of general investment research, commentary, model portfolios, and educational content prepared by SR's research staff and, in some cases, independent third parties (together, the "Content"). The Service also includes automated tools, such as the Portfolio Analyzer.
2.2 Regular Publication. SR publishes Content on a regular schedule to all Members of the same membership plan at the same time. Content is not timed to, or issued in response to, the circumstances of any individual Member.
2.3 Changes to the Service. SR may add, change, or discontinue features or Content from time to time. If a change materially reduces what your plan includes, you may cancel under Section 5.
3. Publisher Status; Not Investment Advice
3.1 Bona Fide Publication. SR is not registered as an investment adviser with the U.S. Securities and Exchange Commission or any state. SR offers the Service as a bona fide publication of general and regular circulation. The Content is impersonal: it is the same for every Member on a plan and is not tailored to any Member's financial situation, objectives, holdings, or risk tolerance. The Portfolio Analyzer is an automated, general tool: it applies the same rules to every Member, and the score it returns depends only on the holdings a Member chooses to enter.
3.2 No Personalized Advice. SR does not provide individualized investment advice, financial planning, or portfolio management. SR staff do not review your accounts or holdings, recommend what you personally should buy or sell, or manage, trade, or have access to any of your brokerage accounts. Portfolio Analyzer scores are generated automatically by the same rules for every Member, are not reviewed by SR staff, and are not a recommendation to buy, sell, or hold any security. SR staff will not answer questions about your personal investments; support is limited to membership, billing, and technical matters.
3.3 Your Decisions. Nothing in the Content is a recommendation that any security, portfolio, or strategy is suitable for you, or an offer to buy or sell any security. You are solely responsible for your own investment decisions and should consider consulting a licensed financial professional before acting on any Content.
3.4 Risk. Investing involves risk, including loss of principal. Past performance, including any model portfolio or hypothetical results, is no guarantee of future results. Hypothetical and model results do not reflect actual trading, fees, taxes, or the timing of your own trades. Discussions of a security will not contain a complete description of its risks, and some securities discussed may have low market capitalization or limited liquidity, which increases risk.
3.5 Disinterested Content; Holdings. SR does not accept compensation from issuers for publishing Content about their securities. SR, its owners, and its employees may hold positions in securities discussed in the Content, subject to SR's personal trading policy, and SR will disclose material holdings where required by law.
3.6 Accuracy. Content is based on sources SR believes to be reliable, but SR does not guarantee that Content is accurate, complete, or current, and Content may change without notice.
4. Membership, Billing and Automatic Renewal
4.1 Plans and Fees. The membership plan, price, and billing cycle (for example, monthly or annual) are shown to you before you purchase. You authorize SR and its payment processor to charge your payment method for these fees and any applicable taxes.
4.2 Automatic Renewal. YOUR MEMBERSHIP RENEWS AUTOMATICALLY at the end of each billing cycle for another cycle of the same length, and your payment method will be charged the then-current fee at the start of each new cycle, until you cancel. SR will send you a confirmation of these terms after you sign up and, for annual plans, a reminder before each renewal.
4.3 Price Changes. SR may change membership fees by giving you at least 30 days' notice by email before the change applies to your next billing cycle. If you do not want to pay the new price, you may cancel before it takes effect.
4.4 Failed Payments. If a payment fails, SR may retry the charge and may suspend your access until payment is received.
4.5 No Refunds. Fees are billed in advance and are non-refundable, including for any unused portion of a billing cycle, except where a refund is required by law.
5. Cancellation
5.1 Cancel Anytime. You may cancel your membership at any time through your account settings or by any other method SR makes available, and you may always cancel online.
5.2 Effect of Cancellation. Cancellation stops future renewals. It takes effect at the end of your current billing cycle, and you keep access until then. You will not receive a refund or credit for the unused portion of a billing cycle, including when you cancel partway through it.
5.3 Confirmation. SR will confirm your cancellation by email.
6. Your Account and Permitted Use
6.1 Personal Use License. Subject to these Terms, SR grants you a personal, non-exclusive, non-transferable, revocable license to access and use the Content for your own personal, non-commercial use while your membership is active.
6.2 One Person Per Membership. Your membership is for you alone. You may not share your login, password, or access with anyone else. You are responsible for keeping your credentials secure, for all activity under your account, and for keeping your account information accurate.
6.3 What You May Not Do. You may not:
copy, forward, post, sell, or otherwise redistribute Content to anyone, whether or not for payment;
use Content to create, offer, or manage any investment product, fund, index, or advisory service, or to advise others for compensation;
use bots, scripts, scrapers, or other automated means to access the Service;
reverse engineer the Service or attempt to extract its underlying models or source code; or
interfere with or disrupt the Service or its servers and networks.
7. Intellectual Property
The Service and all Content, including SR's research, models, portfolio signals, text, graphics, and software, and the names and logos "Sherman," "Sherman Research," "SR," and "Portfolio Signals," are owned by SR or its licensors and protected by copyright, trademark, and other laws. Some Content includes data from third-party providers subject to their own terms. Except for the license in Section 6.1, you receive no rights in the Service or Content, and you may not use SR's names or logos without SR's written permission.
8. Privacy and Electronic Communications
8.1 Privacy. SR's collection and use of your personal information is described in the Sherman Research Privacy Policy, which is part of these Terms. SR uses your information to operate your membership and does not use it to tailor Content to you.
8.2 Electronic Communications. You agree to receive notices, disclosures, receipts, and other communications from SR electronically, including by email to the address on your account and by posting on the Service. Electronic communications satisfy any requirement that a communication be in writing. You may unsubscribe from marketing emails at any time; account and billing notices will continue while you are a Member.
9. Disclaimers
THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, SR AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. SR does not warrant that the Service will be uninterrupted, secure, or error-free, or that any Content will produce any particular investment result.
10. Limitation of Liability
10.1 Excluded Damages. To the fullest extent permitted by law, SR, its owners, employees, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any trading or investment losses, lost profits, or lost data, arising out of or related to the Service or Content, even if advised of the possibility of such damages.
10.2 Cap. To the fullest extent permitted by law, SR's total liability for all claims arising out of or related to these Terms or the Service will not exceed the membership fees you paid SR in the 12 months before the claim arose.
10.3 Where Limits Do Not Apply. Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. In those jurisdictions, the disclaimers and limits in Sections 9 and 10 apply only to the extent the law allows.
11. Indemnification
You agree to indemnify and hold harmless SR, its owners, and employees from any claims, losses, and reasonable attorneys' fees arising from your breach of these Terms, including any unauthorized sharing or redistribution of Content.
12. Suspension and Termination by SR
12.1 For Violations. SR may suspend or terminate your membership immediately, without notice and without refund, if you breach these Terms, including by sharing your account or redistributing Content, or if required by law.
12.2 Without Cause. SR may end your membership for any other reason with 30 days' notice. In that case SR will refund the unused portion of any prepaid fees.
12.3 Effect of Termination. When your membership ends for any reason, your license and access to the Service end. Sections 3, 4.5, 6.3, 7, and 9 through 15 continue to apply.
13. Dispute Resolution
13.1 Informal Resolution First. Before starting any formal proceeding, you and SR agree to try to resolve any dispute informally by sending a written description of the dispute to the other party and negotiating in good faith for at least 30 days.
13.2 Binding Arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration will take place in Idaho or, at your election, by video or in the county where you live. Either party may instead bring an individual claim in small claims court if it qualifies.
13.3 Class Action Waiver. You and SR each agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding.
13.4 Opt-Out. You may opt out of Sections 13.2 and 13.3 by notifying SR in writing within 30 days after you first accept these Terms. If you opt out, disputes will be resolved in the state or federal courts located in Idaho.
14. Changes to These Terms
SR may update these Terms from time to time. SR will notify you of material changes by email or on the Service at least 30 days before they take effect. Changes apply from your next billing cycle after they take effect. If you do not agree, you may cancel before then; continuing your membership after the effective date means you accept the updated Terms.
15. General
15.1 Governing Law. These Terms are governed by the laws of the State of Idaho, without regard to conflict-of-law rules, except where the law of your state of residence requires otherwise.
15.2 Entire Agreement. These Terms, together with the Privacy Policy and the plan details shown at purchase, are the entire agreement between you and SR about the Service.
15.3 Severability; Waiver. If any provision of these Terms is found unenforceable, the rest remain in effect. SR's failure to enforce a provision is not a waiver of it.
15.4 Assignment. You may not transfer your membership or these Terms. SR may assign these Terms in connection with a merger, acquisition, or sale of its business.
15.5 Relationship. These Terms do not create any agency, partnership, employment, advisory, or fiduciary relationship between you and SR.
15.6 Notices. SR will send notices to the email address on your account. You may send notices to SR through the contact method listed on the Service.