Terms & Conditions

Welcome to Eshel Bot, the AI-powered discretionary investment advisory platform offered by Eshel Spring LLC ("we," "our," or "us"), an SEC-registered investment adviser.

These Terms & Conditions ("T&C") govern your access to and use of Eshel Bot and related services. By using our platform, you acknowledge that you have read, understood, and agreed to these T&C as a supplement to the Client Advisory Agreement and Form ADV Part 2A/2B.

• Eshel Bot provides automated, AI-driven discretionary trading in client brokerage accounts.
• Trades may be executed without prior approval for each transaction, under the scope of your advisory agreement.
• You acknowledge that discretionary authority is granted solely pursuant to your Client Advisory Agreement and Form ADV disclosures.

You confirm that the services offered are suitable and appropriate for your investment objectives, financial situation, and risk tolerance.

You are responsible for:

• Ensuring your account meets the requirements for discretionary trading
• Authorizing all broker connections and trade permissions
• Selecting and configuring trading strategies, risk parameters, and options trading eligibility

• Investing involves risk of loss, including total loss of principal.
• AI-generated outputs, automated strategies, and hypothetical performance are informational only and cannot guarantee results.
• System limitations, data inaccuracies, market volatility, or third-party service failures may affect trade execution.
• Clients must not rely solely on AI outputs for investment decisions.

If options strategies are enabled:

• You confirm that your broker has approved your account for options trading
• You have received and reviewed the Options Disclosure Document (ODD)
• You authorize Eshel Bot to execute options trades on your behalf
• No options trades will occur without your explicit consent

Eshel Spring LLC may encounter potential conflicts of interest, as disclosed in Form ADV Part 2A/2B, including:

• Incentives related to subscription fees
• Restrictions imposed by broker integrations or trade routing
• Limitations in trading frequency or execution quality due to directed brokerage

The firm maintains policies and monitoring to mitigate conflicts and act in clients' best interests.

• Subscription Fees: Fixed, billed monthly in advance, not based on assets under management
• Broker Fees: Commissions, Alpaca API fees, margin interest, exchange, or regulatory fees are charged by the broker; Eshel Spring LLC does not collect or offset these fees
• Fees are disclosed in Form ADV Part 2A and your Client Advisory Agreement

• Eshel Spring LLC does not take custody of client funds or securities.
• Assets remain with brokers selected by the client, consistent with SEC Custody Rule (Rule 206(4)-2).
• Advisory fees are collected separately and not deducted from client brokerage accounts.

Client data is used for:

• Trade execution and monitoring
• Compliance and audit trails
• Platform performance analysis and model refinement

• Security measures include encryption, access control, monitoring, and incident response
• Data use is governed by the Privacy Policy, including Regulation S-P compliance
• Automated trading may fail due to system or third-party outages; Eshel Spring LLC uses commercially reasonable efforts to mitigate risk

• No statements regarding hypothetical performance, AI-generated outputs, or trading signals are guarantees of results
• Past performance is not indicative of future results
• Any examples or scenarios are illustrative only, in line with SEC Marketing Rule guidance

By using Eshel Bot, you represent that:

• You are of legal age to enter a contract
• Your account type is eligible for discretionary trading and options trading (if enabled)
• You understand and accept all risks and limitations of automated, AI-driven investing

• These T&C are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles
• Disputes will be resolved through binding arbitration, unless otherwise required by law
• Eshel Spring LLC's liability is limited to the subscription fees paid, except as required by law
• Invalid provisions do not affect the enforceability of remaining provisions

• These T&C are supplemental to the Client Advisory Agreement and Form ADV Part 2A/2B
• In the event of conflict, the Client Advisory Agreement governs trade execution, discretionary authority, fees, and regulatory obligations