PLEASE READ THESE TERMS & CONDITIONS, INCLUDING THE WAIVER OF JURY TRIAL AND CLASS ACTION AND  ARBITRATION AGREEMENT,  CAREFULLY BEFORE ACCESSING OR USING SHEPHRD’S PRODUCTS AND SERVICES ON OUR WEBSITE OR THROUGH ANY OTHER MEANS (COLLECTIVELY THE "SERVICES"). USING SHEPHRD’S SERVICES CONSTITUTES ACCEPTANCE OF A LEGAL AGREEMENT, INCLUDING THE WAIVER OF JURY TRIAL AND CLASS ACTION AND THE ARBITRATION AGREEMENT. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY DISCONTINUE USING AND ACCESSING SHEPHRD’S SERVICES.

 We reserve the right, at our discretion, to modify, remove or add to these terms of use at any time. The data contained on this website and/or Services is for informational purposes only, and is not represented to be free from any error. Our website and/or Services are provided on an “as is, available basis.” We do not warrant that any of the functions of the website and/or Services will be uninterrupted or error-free, or that the website or Services will be free of any or all harmful components.

‍1. Modification. 

Shephrd may from time to time make modifications, alterations or changes to this website and/or Services, including the terms of use, without prior notice. Please check the terms of use page periodically as your continued use of our website or Services following the modifications, additions or removal of the terms means that you accept the changes.

2. Authorized Uses of Services.

Subject to these Terms and Conditions, you may use the Services to:

• Maintain and organize your organization’s membership information

• Make payments for use of Services.

• Manage your account.

The Services and information provided are solely for the use of authorized users. You may not copy, modify, distribute, transmit, display, perform, reproduce, transfer, resell, or republish the Services or any information provided through it without our prior written consent, which may be withheld in our sole discretion.

You may not access or use the Services, or any information provided through it, for any unauthorized purpose. In particular, you may not use the Services:

• In any way that violates any applicable law or regulation.

• To send or upload, download any material that is illegal, discriminatory, harmful, fraudulent, deceptive, defamatory, or infringes or misappropriates the rights of any third party.

• To transmit, or procure the sending of, any advertising or promotional material including any "junk mail", "chain letter" or "spam" or any other similar solicitation.

• To impersonate or attempt to impersonate any other person.

• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm us or any other person, including the users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services.

• Use any device, process or means to access the Services for any purpose, including monitoring or copying any of the material.

• Use any manual process to monitor or copy any of the material on Services or for any other unauthorized purpose without our prior written consent.

• Use any device, software or routine that interferes with the proper working of the Services.

• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the servers on which the Services are stored, or any server, computer or database connected to the Services.

• Attack the Services via a denial-of-service attack, a distributed denial-of-service attack or other means.

• Otherwise attempt to interfere with the proper working of the Services.

3. Authorized Users of the Services.

You may access and use the Services, obtain any information, make any request, or effect transactions relating to the Services, to the extent allowed by these Terms and Conditions. You may also authorize delegates to do any of these things. If you authorize a delegate (including by giving them your username and password), we will be entitled to provide information to, accept requests from, and effect transactions initiated by your delegate through the Services just as we would for you. If you want to prevent a delegate from accessing the Services, you must change your password and not provide it to that person.

We will be entitled to rely on your authority to execute all transactions initiated by you or your delegate. We will have no obligation to conduct any further verification of that authority, including any requirement for multiple signatures that may otherwise apply.

This provision controls and takes precedence over any conflicting provision in any other agreement.

You agree that:

• Each of your delegates is duly authorized by you, will be acting as your agent, is legally competent to act for you, and will be bound by these Terms and Conditions and any other agreement to which you are subject that relates to transactions initiated through the Services.

• All transactions that your delegate initiates through the Services, including those you did not want or intend, are transactions authorized by you. You are solely responsible for those transactions.

• You are solely responsible for supervising all of your delegates and monitoring the actions they take on your behalf.

• You are solely responsible for ensuring each delegate maintains the confidentiality and security of the username, password or other login identification provided.

4. Access to the Services; Usernames and Passwords.

To access your account through the Services, you need a username, a password, internet access and appropriate computer hardware and software. Documents and correspondence require PDF viewing software, such as Adobe Reader for PC, or for Macintosh. Free downloads of this software are available from the Adobe website. We also recommend that you use appropriate anti-virus software.

You are responsible for ensuring that your browser version, computer operating system, software, plug-ins, and anti-virus software are up-to-date and operating properly. You must take care to sign off from the Services when your session ends to prevent unauthorized persons from using the Services.

You also must comply with any security procedures we require. You will generally be able to access the Services 24 hours each day. However, we do not guarantee continuous or uninterrupted access and sometimes the Services may be unavailable due to maintenance or for other reasons. If you cannot access the Services, you may be able to contact us.

We may terminate or suspend your access to the Services without notice if you violate any of these Terms and Conditions or any other agreement you have with us. We are not required to reinstate or re-activate your access.

We recommend that you change your password regularly, select a unique username and password combination for use only with the Services, and memorize it rather than writing it down. Usernames and passwords must meet the standards we establish. These standards will be available for your reference whenever you create or change a username and/or password. We may require you to change or update your username and/or password at any time. If we change these standards, you may have to change your password to meet the new standards. We aren't required to give you advance notice that we have changed the standards, or that we're requiring you to change or update your password. You are responsible for keeping your password confidential.

You must notify us immediately if you suspect fraudulent activity relating to the Services, if you believe that your password may have been lost or stolen, or that someone accessed the Services, or conducted transactions relating to your account through the Services, without your permission. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of your user name and password, (2) not allowing another person to use your username or password, (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password, and (4) promptly informing us of any need to deactivate a username due to security concerns or otherwise.

Shephrd is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Services using your username or password.

5. No Warranties.

THE SERVIVES AND CONTENTS ARE PROVIDED ON AN "AS IS" BASIS. USE OF THE SERVICES IS AT THE USER'S SOLE RISK. THE SERVICES ARE PROVIDED WITHOUT ANY REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING LIMITATIONS DO NOT APPLY TO WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW.

6. Limitations of Liability.

IN NO EVENT WILL WE, OR OUR OR THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES, LICENSORS, CONTRACTORS OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER UNDER A CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, ARISING IN CONNECTION WITH ANY PARTY'S USE OF THE SERVICES OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, DATA BREACH, OR LOSS OF USE RELATED TO THE SERVICES, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

You understand that some states do not allow limitations on how long an implied warranty lasts, so that the above limitations may not apply to you, and that you may also have other rights, which vary from state to state.

We also are not liable for unavailability of the Services or any related service due to your failure to comply with these Terms and Conditions or circumstances beyond our reasonable control such as, but not limited to:

• Natural disaster

• Epidemics, war, terrorism, and criminal activity

• Communication and other network disruptions

• Cyber-attacks, viruses and other malware

• Power outages

• Labor stoppage

• Government regulations or court orders

• Failure of hardware (yours or ours) or software (yours or ours)

7. Indemnification.

You agree to indemnify, defend and hold us, and our and their officers, managers, directors, employees, licensors, contractors and agents, harmless from any and all third-party claims, liability, damages, and/or costs (including but not limited to reasonable attorney's fees and costs of defense and investigation) arising from:

• A third-party claim, action, or allegation of infringement, misuse, or misappropriation of any intellectual property right or confidential or other information based on information, data, files, or other content or materials you submit to us.

• Any fraud, manipulation, or other breach of these Terms and Conditions.

• Your violation of any applicable laws, rules or regulations or the rights of a third party, including but not limited to rights of privacy, publicity or other property rights.

We reserve the right to defend/control (at our own expense) any matter otherwise subject to indemnification by you. In such a case, you will cooperate with us in asserting any available defenses. You won't settle any action or claims on our behalf without our prior written consent.

8. Governing Law and Venue; Waiver of Jury Trial.

These Terms and Conditions shall be governed by and construed in accordance with the Iaws of the State of Ohio, without regard to the conflict of laws thereof that would require the application of the law of any other jurisdiction, and to the laws of the United States. Subject to the provisions of these Terms and Conditions regarding mandatory binding arbitration, below, the parties agree that all disputes relating to or arising out of these Terms and Conditions, the Services, at any time ("Covered Disputes") shall be exclusively subject to the jurisdiction of the federal or state court in Greene County, Ohio and that both parties waive the right to a jury trial or a trial before a judge in court with respect to any Covered Dispute.

9. Mandatory Binding Arbitration, Waiver of Jury Trial and Class Action Waiver.

YOU AND WE AGREE THAT ALL COVERED DISPUTES, REGARDLESS OF THE NATURE OF THE CAUSE(S) OF ACTION ASSERTED (INCLUDING CLAIMS FOR INJUNCTIVE, DECLARATORY, OR EQUITABLE RELIEF), SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION. CLAIMS SUBJECT TO ARBITRATION INCLUDE CLAIMS THAT ARE MADE AS COUNTERCLAIMS, CROSS CLAIMS, THIRD PARTY CLAIMS, INTERPLEADERS, OR OTHERWISE. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, AND YOU AND WE AGREE TO WAIVE ANY RIGHT THAT YOU OR WE MIGHT OTHERWISE HAVE HAD TO A JURY TRIAL OR THE OPPORTUNITY TO LITIGATE ANY CLAIMS IN COURT BEFORE EITHER A JUDGE OR JURY. YOU FURTHER AGREE THAT YOU WILL NOT BE ABLE TO BRING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION (SUCH AS AN ACTION IN THE FORM OF A PRIVATE ATTORNEY GENERAL) TO LITIGATE ANY CLAIMS IN COURT BEFORE EITHER A JUDGE OR JURY; NOR WILL YOU BE ABLE TO PARTICIPATE AS A CLASS MEMBER IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN ARBITRATION OR IN COURT BEFORE EITHER A JUDGE OR JURY.

Either you or we may require the submission of a Covered Dispute to binding arbitration at any reasonable time, even if a lawsuit or other proceeding has begun. If either you or we fail to submit to binding arbitration following a proper demand, the one who fails will bear all costs and expenses (including attorney's fees and expenses) incurred by the other in compelling arbitration.

Small Claims Court. There is one exception to this rule on arbitration. If you want to sue Shephrd in small claims court, you may. The small claims courts have different rules than most courts or arbitrations. Shephrd also has the right to sue you in small claims court.

Each arbitration, including the selection of the arbitrator, will be governed by the Federal Arbitration Act (as applicable) and administered by the American Arbitration Association ("AAA") or such other administrator as you and we may agree to (the AAA or such other administrator is referred to as the "Arbitration Administrator"), according to the Commercial Arbitration Rules and the Supplemental Procedures for Consumer Related Disputes ("AAA Rules"), provided, that this Section supersedes any conflicting provision of the AAA Rules. To commence an arbitration, call any office of the AAA or visit the AAA Website at www.adr.org.

You and we each agree to take all steps and execute all documents necessary to implement the arbitration. The arbitrator may hear and rule on appropriate dispositive motions as part of the arbitration proceeding, such as motions for judgments on the pleadings, summary judgment, or partial summary judgment. The arbitrator will decide any dispute regarding the enforceability of this Arbitration Provision.

All parties (the AAA, the arbitrators, you and us) must, to the extent feasible, take any action necessary to ensure that an arbitration proceeding, as described in this Section, is completed within 180 days of filing the Covered Dispute with the AAA. The parties must not disclose the existence, content, or results of the arbitration, except for disclosures of information required in the ordinary course of business or permitted by applicable law or regulation. This provision will be liberally construed to ensure enforcement.

Arbitration proceedings are conducted in the state where you reside or at a location determined by the AAA. All statutes of limitations that apply to any Covered Dispute apply to any arbitration between you and us.

Arbitration fees shall be determined by the rules or procedures of the Arbitration Administrator, unless limited by applicable law. Please check with the Arbitration Administrator to determine the fees that apply to any arbitration you may file. If the law that applies to this Agreement limits the amount of fees and expenses you have to pay, then no allocation of fees and expenses to you shall exceed this limitation. Unless inconsistent with applicable law, each of us shall bear the expense of our own attorney, expert and witness fees, regardless of which of us prevails in the arbitration.

10. Severability.

To the extent any portion of these Terms and Conditions, including any of the provisions of the "Mandatory Binding Arbitration, Waiver of Jury Trial and Class Action Waiver" is determined to be unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be enforceable, and these Terms and Conditions, including any of the provisions of the "Mandatory Binding Arbitration, Waiver of Jury Trial and Class Action Waiver", as so modified, shall remain in full force and effect.

11. Survival.

These Terms and Conditions shall survive any termination of your use of the Services, the repayment in full of the Services, or the termination of any other relationship between you and us.