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Terms of Service

Last updated: 2026-05-29

These Terms of Service (the "Terms") govern your access to and use of the websites located at shearscapital.ca and shearscapital.com (the "Site"), the Morning Market Brief, the Shears Capital digital products, and any related products, features, content, or services (collectively, the "Service") provided by Shears Capital ("Shears Capital," "we," "us," or "our").

By subscribing to the Morning Market Brief, purchasing a digital product, or otherwise using the Service, you ("you," "your," or "User") agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. The Service

The Service consists of (a) the "Morning Market Brief," a research and education publication delivered by email free of charge; (b) Digital Products — one-time purchases of downloadable digital goods, including individual AI prompt files and prompt bundles; (c) related educational and supplementary content; and (d) any features, tools, or services we add to the foregoing from time to time.

The Morning Market Brief and the Digital Products are research and education products. They are not personalized investment advice. See our Financial Disclaimer for the full positioning of our content. The Financial Disclaimer is incorporated into and forms part of these Terms.

2. Eligibility

To use the Service, you must:

  • be at least eighteen (18) years of age;
  • have the legal capacity to enter into a binding contract under the laws of your jurisdiction;
  • not be barred from receiving the Service under any applicable law;
  • provide accurate, current, and complete information when you subscribe or make a purchase; and
  • accept and comply with these Terms in full.

3. Your Information and Security

You are responsible for the accuracy of the email address and payment information you provide and for activity carried out under them. You agree to notify us immediately at admin@shearscapital.com of any unauthorized use or other breach of security. Digital Products are licensed to you for your own use and may not be shared with, or used by, any other person except as permitted in Section 6.

4. Purchases, Pricing, and Payment

4.1 The Morning Market Brief (free)

The Morning Market Brief is provided free of charge. You may subscribe with your email address and unsubscribe at any time using the link in any email or by contacting us at admin@shearscapital.com. There is no charge, subscription fee, or auto-renewal associated with the newsletter.

4.2 Digital Products (one-time purchases)

Digital Products are sold individually or in bundles at the prices shown at checkout, plus applicable taxes. Each purchase is a one-time transaction — there is no subscription, recurring charge, or auto-renewal. After your payment is confirmed, the Digital Product is delivered electronically (by email and/or download link). We may change the products we offer and their prices at any time; the price that applies to your purchase is the price shown at checkout when you complete it.

4.3 Payment

Payments are processed by Stripe, Inc. ("Stripe"). By making a purchase, you authorize us, through Stripe, to charge your designated payment method for the amount shown at checkout. You agree to provide accurate and current payment information.

4.4 Taxes

Prices are exclusive of taxes unless stated otherwise. You are responsible for any taxes, levies, duties, or similar governmental assessments associated with your purchase, except for taxes based on our net income.

5. Refunds

Digital Products are delivered immediately and, once delivered, are generally non-refundable; you consent to immediate delivery upon purchase. See our Refund Policy for full details, including the limited exceptions (such as duplicate charges, unauthorized charges, and non-delivery or defective files). The Refund Policy is incorporated into and forms part of these Terms.

6. Intellectual Property

6.1 Our Content

All content delivered through the Service, including but not limited to the Morning Market Brief, the Digital Products and the prompt text within them, the methodology underlying our products, the framework documentation, the qualification rules, the scoring systems, the visual design, the trademarks "Shears Capital" and "Morning Market Brief," and any associated graphics, text, audio, video, code, and software (the "Content"), is owned by Shears Capital or its licensors and is protected by Canadian and international copyright, trademark, trade-secret, and other intellectual-property laws.

6.2 Limited License to You

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Content for your own personal, non-commercial use. For a Digital Product you have purchased, this licence is perpetual for the copy you purchased (subject to revocation for breach of these Terms); for the Morning Market Brief, the licence applies while you are subscribed. Using a purchased prompt as an input to an AI assistant (such as Claude) for your own personal trading research is the intended use and is permitted.

6.3 What You May Not Do

You may not, without our prior written consent:

  • copy, reproduce, distribute, publish, transmit, display, sell, resell, license, or otherwise exploit the Content (including any purchased prompt file or its text) for any commercial purpose or for the benefit of any third party;
  • forward, share, post, or republish the Morning Market Brief, any Digital Product, or any substantial portion of either to any third party, public forum, social-media platform, group chat, or other audience beyond your own personal use;
  • use the Content to train any artificial-intelligence model, large-language model, or similar system, or to populate any commercial dataset (this does not restrict using a purchased prompt as an input to an AI assistant for your own personal use, as described in Section 6.2);
  • modify, adapt, translate, reverse-engineer, decompile, or create derivative works based on the Content for redistribution;
  • remove or alter any proprietary notices on the Content;
  • use any automated means (including but not limited to scrapers, bots, spiders, or harvesters) to access, copy, or extract the Content;
  • frame, mirror, or otherwise incorporate any portion of the Site into any other website without our prior written consent; or
  • circumvent any technical protection or rate-limiting measures applied to the Service.

6.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and incorporate such feedback into the Service without compensation or attribution.

7. Acceptable Use

You agree not to:

  • use the Service for any unlawful purpose or in violation of any applicable law or regulation;
  • impersonate any person or entity or misrepresent your affiliation with any person or entity;
  • interfere with or disrupt the Service, its servers, or any networks connected to it;
  • attempt to gain unauthorized access to any part of the Service, other accounts, or any related systems;
  • transmit any malware, spyware, virus, or other harmful code through or to the Service;
  • harass, threaten, or abuse Shears Capital staff or other users; or
  • engage in any activity that could damage, disable, overburden, or impair the Service.

8. Termination

8.1 Termination by You

You may unsubscribe from the Morning Market Brief at any time, and you may stop using the Service at any time. Digital Products you have already purchased and downloaded remain yours to use, subject to these Terms.

8.2 Termination by Us

We may suspend or terminate your access to the Service, in whole or in part, at any time and without prior notice if:

  • you breach these Terms or any document incorporated by reference;
  • we determine, in our reasonable discretion, that your conduct may harm us, other users, or any third party;
  • we are required to do so by law or by a regulator; or
  • we discontinue the Service in whole or in part.

Refunds following termination, if any, are governed by our Refund Policy.

8.3 Effect of Termination

On termination, your right to access the Service ends immediately. Sections of these Terms that by their nature are intended to survive termination (including without limitation Sections 6, 9, 10, 11, 12, 13, 14, and 15) will so survive.

9. Disclaimers

THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PARTICULAR RESULT WILL BE OBTAINED FROM USE OF THE SERVICE.

THE FINANCIAL DISCLAIMER, INCORPORATED INTO THESE TERMS, FURTHER LIMITS THE NATURE AND SCOPE OF THE CONTENT.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

  • IN NO EVENT WILL SHEARS CAPITAL, MITCHELL SHEARS, OR ANY OF THEIR AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR INVESTMENT LOSSES), WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $50 USD.

THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED.

11. Indemnification

You agree to defend, indemnify, and hold harmless Shears Capital, Mitchell Shears, and their affiliates, officers, employees, and agents from and against any claim, demand, action, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or related to:

  • your breach of these Terms or any document incorporated by reference;
  • your violation of any applicable law or regulation;
  • your trading or investment decisions or outcomes;
  • your unauthorized sharing or republication of Content; or
  • your interaction with any third party in connection with the Service.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

You and we agree that any dispute arising out of or related to these Terms or the Service will first be addressed through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, it will be submitted to the exclusive jurisdiction of the courts located in Alberta, Canada, and you and we consent to that jurisdiction.

You waive any right to participate in a class action, class arbitration, or other representative proceeding against us, except to the extent that such waiver is unenforceable under applicable law.

13. Changes to These Terms

We may update these Terms from time to time. The version dated at the top of this document is the operative version. Material changes will be communicated to active subscribers by email at least fourteen (14) days before they take effect. Your continued use of the Service after the effective date of changes constitutes your acceptance of the updated Terms.

14. General

14.1 Entire Agreement

These Terms, together with the Financial Disclaimer, the Privacy Policy, and the Refund Policy, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements.

14.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force.

14.3 No Waiver

Our failure to enforce any right or provision will not be a waiver of that right or provision.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to any successor in interest, including in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure

We will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action, pandemic, internet or utility failures, or third-party service outages.

14.6 Electronic Communications

You consent to receive communications from us electronically, including by email and through the Site. Electronic communications satisfy any legal requirement that such communications be in writing.

14.7 Language

These Terms are drafted in English. If they are translated, the English version controls in case of conflict.

15. Contact

Shears Capital Alberta, Canada Email: admin@shearscapital.com