Terms of Use

Welcome to Shepherd. Please read on to learn the rules and restrictions that govern your use of our website(s) (the “Site”). If you have any questions, comments, or concerns regarding these terms or the Site, please contact us at privacy@yourshepherd.ai.


These Terms of Use (the “Terms”) are a binding contract between you and Shepherd AI, Inc. (“Shepherd,” “we” and “us”). Your use of the Site in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Site. These Terms include the provisions in this document as well as those in the Privacy Policy. Your use of or participation in our products, services and applications (“Services”) will be subject to our Terms of Service, and you understand and agree that by using or participating in any such Services, you agree to also comply with the Terms of Service.


Please read these Terms carefully. They cover important information about our Site. These Terms include information about future changes to these Terms, limitations of liability, and a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SITE IS SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SITE IN ANY MANNER.


These Terms do not govern the use of the hosted application or other services (the “Service”) operated by Shepherd. If you are accessing or using the Service then you are subject to the Terms of Service between you and Shepherd or such other written contract as may be separately agreed and signed between you and Shepherd.


ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Site, so these Terms may need to change along with our Site. We reserve the right to change the Terms at any time, but if we do, we will update the Terms available to all users, and indicate the Effective Date of the updated Terms.


If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Site. If you use the Site in any way after a change to the Terms is effective, that means you agree to all of the changes.

What about my privacy?


hepherd takes the privacy of its users very seriously. For the current Shepherd Privacy Policy, please click here.

Children’s Online Privacy Protection Act
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 18 years of age; if you are a child under 18 years of age, please do not attempt to register for or otherwise use the Site or Services or send us any personal information. If we learn we have collected personal information from a child under 18 years of age, we will delete that information as quickly as possible. If you believe that a child under 18 years of age may have provided us personal information, please contact us at privacy@yourshepherd.ai

What are the basics of using Shepherd?


You represent and warrant that you are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).


You will only use the Site in a manner that complies with all laws that apply to you. If your use of the Site is prohibited by applicable laws, then you aren’t authorized to use the Site. We can’t and won’t be responsible for your using the Site in a way that breaks the law.

As part of the Site, you may receive communications through the Site, including messages that Shepherd sends you (for example, via email). When providing us with your email address on the Site, you will receive a welcome message and instructions on how to stop receiving messages.

Site Restrictions

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Site, or otherwise use or interact with the Site, in a manner that:

• infringes or violates the intellectual property rights or any other rights of anyone else (including Shepherd);
• violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Shepherd;
• is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• impersonates any person or entity, or falsely states or misrepresents your affiliation with a person or entity;
• attempts, in any manner, to obtain the password, account, or other security information from any other user;
• violates the security of any computer network, or cracks any passwords or security encryption codes;
• Introduces any viruses, malware, worms, Trojan horses, or other harmful code to the Site;
• runs Maillist, Listserv, any form of auto-responder or “spam” on the Site, or any processes that run or are activated while you are not logged into the Site, or that otherwise interfere with the proper working of the Site (including by placing an unreasonable load on the Site’s infrastructure);
• “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Site or Content (through use of manual or automated means);
• copies or stores any significant portion of the Content;
• uses any automated system, including "robots," "bots," or "spiders," to access the Site in a manner that sends more request messages to our servers than a human could reasonably produce in the same period;
• circumvents, disables, or interferes with security-related features of the Site or features that prevent or restrict use or copying of any Content; or
• decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site.

A violation of any of the foregoing is grounds for termination of your right to use or access the Site.


What are my rights on this Site?


All materials on this Site, including text, graphics, photos, images, articles, and other content (collectively, "Content"), are protected by copyright and other intellectual property laws.When you use this Site, you agree to:

• Respect all copyright notices and trademark rules
• Not use, copy, reproduce, modify, publish, distribute, sell, or exploit any Content you don’t own without permission from the owner
• Not use any Content in a way that violates someone else’s rights, including ours

What you can do: We give you permission to view and download Content solely for your personal use of the Site and to learn about our Services. Any other use, reproduction, modification, distribution, or storage of Content requires our written permission.


What you can’t do: You may not modify, publish, sell, reproduce (beyond personal viewing), or create derivative works from any part of the Site. Even if the Site allows you to copy or download certain Content, all the restrictions above still apply.


Shepherd owns the Site and all its Content unless otherwise noted.

Who is responsible for what I see and do on the Site?

Your Content: You are responsible for all Content you contribute to the Site in any manner. You represent and warrant that you have all necessary rights to contribute such Content.


Third-Party Links and Services: The Site may contain links to third-party websites or services that Shepherd does not own or control. When you access these third-party sites or services, you do so at your own risk. Shepherd has no control over and assumes no responsibility for the content, accuracy, privacy policies, practices, or opinions of any third-party websites or services.
We cannot and do not monitor, verify, censor, or edit third-party content. We encourage you to read the terms and conditions and privacy policy of each third-party website or service you visit. By using the Site, you release Shepherd from any liability arising from your use of third-party websites or services.

Third-Party Interactions: Your interactions with organizations or individuals found through the Site, including any purchases, transactions, or other dealings, are solely between you and those third parties. You should conduct whatever investigation you feel is necessary before proceeding with any transaction. Shepherd is not responsible or liable for any loss or damage resulting from such dealings.

Disputes: If a dispute arises between Site users, or between you and any third party, Shepherd has no obligation to become involved. You release Shepherd, its directors, officers, employees, agents, and successors from all claims, demands, and damages (known or unknown, suspected or unsuspected, disclosed or undisclosed) arising from such disputes or related to the Site.

YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (or any similar law in other jurisdictions), which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Will Shepherd ever change the Site?

We’re always improving our Site, so it may change over time. We may suspend or discontinue any part of the Site, or we may introduce new features or impose limits on certain features or restrict access to parts of the Site. We reserve the right to remove any Content from the Site at any time, for any reason, in our sole discretion, and without notice.

What if I want to stop using the Site?

Your Right to Stop: You may stop using the Site at any time. Please refer to our Privacy Policy and the licenses above to understand how we treat information you’ve provided after you stop using the Site. Upon termination, we will handle your data according to our Privacy Policy and applicable law.

Our Right to Terminate: Shepherd may also terminate or suspend your access to the Site at any time for any reason, including if you breach these Terms. Shepherd has sole discretion to determine whether you’ve violated these Terms.What Happens After Termination: Certain provisions of these Terms will survive termination, including:

Your obligations to pay us or indemnify us
Limitations on our liability
Terms regarding ownership and intellectual property rights
Dispute resolution terms, including the arbitration agreement

Warranty Disclaimer. 


Shepherd and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Shepherd and all such parties together, the “Shepherd Parties”) make no representations or warranties concerning the Site, including any Content contained in or accessed through the Site.

The Shepherd Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Site. The Shepherd Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Site.

THE SITE AND CONTENT ARE PROVIDED BY SHEPHERD (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.


Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, SHEPHERD PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. THIS APPLIES UNDER ANY LEGAL THEORY, INCLUDING TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the Shepherd Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Site, and (b) your violation of these Terms.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Site account, in any way (by operation of law or otherwise) without Shepherd's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement

PLEASE READ CAREFULLY: This section requires you to arbitrate disputes with Shepherd and limits how you can seek relief.


Both you and Shepherd agree that Shepherd’s officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms. This means Personnel can enforce these Terms against you.

(a) How Disputes
‍Are Resolved
Before starting arbitration, both parties must first try to resolve disputes through good-faith negotiations. If negotiations fail, the dispute will be settled by binding arbitration in San Francisco, California, using the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”).


The arbitration will:

• Be conducted in English
• Use one commercial arbitrator experienced in intellectual property and commercial contract disputes
• Result in a decision that can be enforced in any court with proper jurisdiction

Before initiating arbitration, the party seeking resolution ("Notifying Party") must send a written Notice of Dispute to the other party including: the parties' names, contact information, and sufficient details to understand the dispute.

• If you are notifying Shepherd, send to: privacy@yourshepherd.a
• if Shepherd is notifying you, we'll use your account contact information

The other party has 10 business days to respond indicating willingness to negotiate in good faith. If both parties engage in negotiations but don’t resolve the dispute within 30 days of the Notice, either party may proceed to arbitration. Failure to complete this process first will result in dismissal of arbitration claims and award of all costs and attorney fees to the other party.


(b) Who Pays for Arbitration
The JAMS Rules determine how arbitration fees are paid.

c) Small Claims Court and Intellectual Property
Either party may bring qualifying claims in small claims court in San Francisco, California, or, if you or we so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. Additionally, either party can seek injunctive or equitable relief in any competent court to prevent infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

(d) No Jury Trial
YOU AND SHEPHERD WAIVE YOUR RIGHTS TO A COURT TRIAL BEFORE A JUDGE OR JURY. Instead, disputes will be resolved by arbitration, which is typically more limited, efficient, and less costly than court proceedings, with very limited court review. If there's litigation over whether to vacate or enforce an arbitration award, YOU AND SHEPHERD WAIVE ALL RIGHTS TO A JURY TRIAL; a judge will decide instead.

(e) No Class Actions
ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY—NOT AS A CLASS ACTION. Claims from multiple customers cannot be arbitrated or litigated jointly or consolidated. If this waiver is found invalid or unenforceable, then neither party is entitled to arbitration, and all claims will be resolved in court as described in section (g) below.


Neither party may bring claims as part of a collective, coordinated, consolidated, or mass arbitration. A claim is considered “collective arbitration” if: (i) two or more similar claims are filed concurrently, and (ii) the claimants share counsel or coordinate their arbitrations. All such claims must be brought individually.

(f) How to Opt Out

You can opt out of this arbitration agreement by sending written notice within 30 days of first accepting these Terms to privacy@yourshepherd.ai.


Your notice must include:

• Your name and residence address
• The email address and/or phone number associated with your account
• A clear statement that you want to opt out of the arbitration agreement


(g) Court Venue (If Arbitration Doesn't Apply)
If you opt out or if circumstances allow court litigation, any judicial proceeding (except small claims actions) must be brought in state or federal courts in San Francisco, California.

(h) Severability
If the prohibition against class actions is found unenforceable, this entire Arbitration Agreement section becomes null and void. This arbitration agreement survives even after your relationship with Shepherd ends.

(i) Confidentiality
The existence and all information regarding any arbitration will be held in strict confidence by both parties, except as reasonably necessary to conduct the arbitration or enforce any award. Any required disclosures will include confidentiality obligations at least as strict as this provision.

(j) Prevailing Party Costs

The prevailing party in arbitration is entitled to recover reasonable attorney fees, expert witness fees, and out-of-pocket costs.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Site, provided that the Shepherd may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Shepherd agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Shepherd, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Shepherd, and you do not have any authority of any kind to bind Shepherd in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and Shepherd agree there are no third-party beneficiaries intended under these Terms.