thornberry — Terms of Service & End User License Agreement

Provider: Thornberry LLC, a Wyoming limited liability company — a wholly owned subsidiary of Decryptofy Inc., a Delaware corporation
Version: 1.0.0-beta · Effective date: June 17, 2026 · Governing law: State of Delaware, USA

Pre-release (beta) notice. thornberry is currently offered as a pre-release, beta version of the Application (1.0.0-beta). The Application is a work in progress, may change or be discontinued, and is provided on an “as is” and “as available” basis as described in Sections 15 and 16 and in the Beta Agreement. By installing or using it, you acknowledge and accept its pre-release nature.

These Terms of Service and End User License Agreement (the “Terms”) are a binding contract between you (“you,” “your,” “User”) and Thornberry LLC (see Section 1, Parties). They govern your access to and use of the thornberry desktop application, its updates, the thornberry.ai website, and related services (together, the “Service”).

PLEASE READ CAREFULLY. SECTION 21 (BINDING ARBITRATION; CLASS-ACTION WAIVER) AND SECTION 14 (ASSUMPTION OF TRADING RISK) AFFECT YOUR LEGAL RIGHTS. BY INSTALLING, ACCESSING, OR USING THE SERVICE, OR BY CLICKING “I AGREE,” YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SERVICE.

1. Parties; Corporate Structure

1.1 The Company. The Service is provided and licensed by Thornberry LLC, a Wyoming limited liability company (“Thornberry,” the “Company,” “we,” “us,” “our”). Thornberry is the operating entity, the licensor of the Application, and your sole counterparty under these Terms.

1.2 Parent. Thornberry is a wholly owned subsidiary of Decryptofy Inc., a Delaware corporation (the “Parent”). The Parent is identified for transparency only. The Parent is not a party to these Terms and has no obligations or liability to you under them; your contractual relationship is solely with Thornberry. Nothing in these Terms makes the Parent a guarantor of, or otherwise responsible for, Thornberry’s obligations.

2. Definitions

2.1 “Application” or “App” — the thornberry single-binary desktop software in object-code form, including updates, installed and run locally on your own device.

2.2 “Broker” — a third-party broker-dealer, futures commission merchant (“FCM”), or trading platform (for example, Alpaca, Tradier, or Tradovate) with which you separately hold an account and to which you connect the Application using your own credentials.

2.3 “Beta Agreement” — the thornberry Beta Test / Pre-Release Agreement, which governs the private beta and any pre-release build.

2.4 “Content” — market data, research output, ticker filtering, text, and other materials made available through the Service.

2.5 “Documentation” — user guides, help content, and other materials we publish for the Service.

2.6 “Invite Code” — a unique code we issue that is required to register for the beta or to purchase a license.

2.7 “License” — the limited right to use the Application granted in Section 6.

2.8 “Risk Disclosures” — the thornberry Trading-Risk Disclaimer and the Hypothetical-Performance Disclaimer, each incorporated by reference.

2.9 “Risk Engine” — the Application’s local risk process that enforces the guardrails you configure and provides a kill switch to halt activity, applied before orders are transmitted to your connected Broker.

2.10 “Strategy” — any trading rule, logic, code, parameter set, or instruction that you author, configure, import, or run using the Application.

2.11 “Telemetry” — optional, opt-in diagnostic and product-analytics data described in Section 13 and the Privacy Policy.

3. Agreement to Terms; Electronic Acceptance and Records

3.1 Assent. You accept these Terms by clicking “I agree” (or a similar control) and/or by installing or using the Service. We may require you to re-accept after a material change or at first run of the Application.

3.2 Consent to electronic records (E-SIGN/UETA). You agree to transact electronically and to receive these Terms, the Risk Disclosures, the Privacy Policy, the Refund Policy, and related notices and disclosures in electronic form. Before you consent, we will make available, and by accepting you acknowledge: (a) your right to receive records on paper and how to request one, and any fee; (b) your right to withdraw this consent, and any conditions or consequences of withdrawal (which may include inability to use the Service); (c) whether your consent applies to this transaction only or to categories of records during our relationship; (d) the procedures to withdraw consent and to update your contact information; and (e) the hardware and software you need to access and retain the records. We record the version and timestamp of each acceptance.

4. What thornberry Is — and Is Not

4.1 Software only. thornberry is a single-binary desktop application that runs locally on your own machine. It is a software tool. It is not a brokerage, exchange, trading venue, clearing firm, money transmitter, or financial-services provider, and it does not hold, custody, or transmit your funds or securities.

4.2 No advice; no recommendations. The Company is not a broker or introducing broker, not an investment adviser, not a commodity trading advisor (“CTA”) or commodity pool operator (“CPO”), not a signal service, and not a copy-trading service. The Service provides no investment advice, no recommendations, no trading signals, and no strategies. Nothing the Application displays is a solicitation or recommendation to buy, sell, or hold any security, futures contract, option, or other instrument, and nothing is tailored to your personal financial situation, portfolio, or needs.

4.3 How the Application works. Local AI agents within the Application perform market research and ticker filtering only; they do not place trades. You author your own Strategies in a typed builder. An execution layer runs the rules you define. The Risk Engine enforces the guardrails you configure and provides a kill switch to halt activity, applied before orders are transmitted to your connected Broker. The Company ships no first-party Strategies; you supply all Strategy logic.

4.4 Impersonal, general tool. The Application delivers standardized, non-customized functionality and general, impersonal market information identically to all Users; it is not adapted to any particular User’s account, positions, or circumstances. The Company designs the Service to operate as a software publisher of general-circulation tools and information, and not as a person engaged in the business of providing personalized investment advice.

4.5 Trading scope. The Application supports equities, options (including multi-leg spreads), and futures, executed through your own Broker accounts. The current build does not support cryptocurrency and does not support foreign exchange (FX) or contracts for difference (CFDs).

4.6 Safety defaults. Live trading is off by default. Enabling live trading requires explicit opt-in and multi-factor authentication, and you approve every live order; the Application performs no autonomous or hands-off trading at launch. Every new Strategy runs a paper-only period on its own clock before it may be enabled for live trading. A kill switch is available to halt activity.

5. Eligibility; U.S.-Only; Age

5.1 18+. You must be at least eighteen (18) years old and able to form a binding contract.

5.2 U.S. only (current build). The beta and current Service are offered only to Users located in, and resident of, the United States. You represent that you are a U.S. resident, that you will use the Service from the United States, and that your use complies with the laws of your jurisdiction.

5.3 Allowlist hook. We may expand availability to additional jurisdictions through a controlled allowlist; if we do, additional or different terms may apply to those jurisdictions.

5.4 Your compliance. You are solely responsible for determining whether your use of the Application, your Strategies, and your trading comply with the securities, commodities, futures, tax, and other laws that apply to you.

6. License Grant; Restrictions

6.1 Grant. Subject to these Terms and payment of applicable fees, the Company grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to install and run one copy of the Application in object-code form on devices you own or control, for your own personal, non-commercial trading use.

6.2 Reservation. The Application is licensed, not sold. The Company and its licensors (including the Parent, to the extent it owns underlying intellectual property licensed to the Company) retain all right, title, and interest in and to the Application, the Service, and all related intellectual property, except for open-source components governed by their own licenses (Section 22).

6.3 Restrictions. You will not, and will not permit anyone to: (a) copy, distribute, resell, rent, lease, lend, or sublicense the Application; (b) reverse engineer, decompile, or disassemble the Application, or attempt to derive source code, except to the limited extent applicable law expressly permits notwithstanding this restriction; (c) modify, translate, or create derivative works except as permitted by an applicable open-source license; (d) remove or alter proprietary notices; (e) circumvent the Invite Code, license, authentication, paper-trading period, kill switch, or any security or usage control; (f) use the Application to provide a service bureau, signal service, copy-trading service, or managed-account service to third parties; (g) use automated means to access the Service other than as intended; or (h) use the Application in violation of these Terms or law.

6.4 Updates. We may provide updates, which become part of the Application and are governed by these Terms. The one-time license in Section 11 includes future updates as described there.

6.5 Feedback. If you provide suggestions or feedback, the feedback license in the Beta Agreement applies.

7. Your Responsibilities

You are solely responsible for: (a) selecting, opening, funding, and maintaining your own Broker account(s) and complying with your Broker’s terms, including any options-approval and futures-account requirements; (b) authoring, testing, and operating your own Strategies and any code you write; (c) all trading decisions, orders, and outcomes, including losses; (d) compliance with all laws and regulations applicable to you, including securities, commodities, futures, anti-manipulation, and tax laws; (e) the security of your device, operating-system account, and credentials; and (f) determining the suitability of any trading activity for your own circumstances. The Company does not monitor, approve, supervise, or have any obligation to review your Strategies or trades.

8. Broker Relationship; Third-Party Disclosures

8.1 Brokers are independent. Your Broker is an independent third party. The Company is not your Broker’s agent, does not custody your funds or securities, does not route or execute orders on its own systems, and is not responsible for your Broker’s acts, omissions, outages, fills, pricing, margin treatment, or fees. Your relationship with your Broker is governed solely by your agreement with that Broker.

8.2 Required broker disclosures. Your Broker — not the Company — is responsible for delivering regulatory risk disclosures, including, for options, the Options Clearing Corporation’s Characteristics and Risks of Standardized Options (the “options disclosure document,” required under Securities Exchange Act Rule 9b-1 and FINRA Rule 2360 before options-trading approval) and, for futures, the risk disclosure statement under CFTC Regulation 1.55. You agree to read and rely on those documents from your Broker before trading the relevant products. The Application’s display of any instrument is not approval to trade it.

9. Invite Codes; Beta

9.1 Invite-gated. Registration for the beta and any purchase require a valid Invite Code. Invite Codes are personal to you, may be limited in number, and may be revoked or expire. We may decline, suspend, or revoke access at our discretion, including to enforce eligibility.

9.2 Beta terms control. During the private beta and any pre-release period, the Beta Agreement applies in addition to these Terms. To the extent of a direct conflict regarding pre-release software, the Beta Agreement controls.

10. Account Registration; Acceptances

At registration, invite acceptance, or checkout, you will provide your legal name and email and will affirm: (a) that you are at least 18; (b) that you are a U.S. resident using the Service from the United States; and (c) your acceptance of these Terms, the Privacy Policy, the Beta Agreement (if applicable), and the Risk Disclosures. We record the version and timestamp of each acceptance to our audit log.

11. Fees; One-Time “Lifetime” License; Taxes

11.1 Paid, invite-gated access. The private, invite-only beta is not free. Access to the Service — both during the beta and afterward — requires purchase of the one-time license described in Section 11.2. There is no free tier.

11.2 One-time license. Access requires a one-time license fee of US $199, processed through Stripe. There is no subscription and no recurring fee. The one-time license is limited to the first 2,222 buyers; the Company may close the offer once that limit is reached. A valid Invite Code is required to purchase (Section 9).

11.3 Meaning of “lifetime.” Where the Company markets the license as a “lifetime” license, “lifetime” means the operational life of the thornberry product — that is, for as long as the Company continues to make the Application generally available and supported. It does not refer to the lifetime of any person, and it does not guarantee perpetual operation, updates, support, or availability. The license includes updates the Company generally releases during that period at no additional charge. The Company will support and provide updates to the Application for a minimum of 24 months from your purchase date. If the Company discontinues the Application or ceases operations after that period, the license ends.

11.4 Taxes. Stated prices exclude applicable sales, use, value-added, and similar taxes. Where the Company is required to collect such taxes, they will be added at checkout and you are responsible for them; you are responsible for any taxes not collected by the Company that you owe on the purchase.

11.5 Refunds. Purchases are subject to the 14-day money-back guarantee in the Refund Policy, incorporated by reference.

12. Acceptable Use

Your use is subject to the Acceptable Use Policy, incorporated by reference. Without limiting it, you will not use the Service for unlawful trading, market manipulation, insider trading, or any activity that violates your Broker’s terms or applicable law.

13. Telemetry; Privacy; Local-First Data

13.1 Opt-in, off by default. Telemetry (crash reporting via Sentry and product analytics via PostHog) is off by default and is collected only if you expressly opt in. You may disable it at any time.

13.2 Local-first. Your Broker API keys are stored in your operating-system keychain; an append-only audit log is encrypted on your device using SQLCipher. The Company operates no server that stores your Broker credentials, positions, or trading data. See the Privacy Policy.

14. Assumption of Trading Risk

14.1 You acknowledge and agree to the Risk Disclosures, incorporated by reference.

14.2 Substantial risk. Trading securities, options, and futures involves a substantial risk of loss and is not suitable for everyone. You may lose some or all of your capital, and with leveraged or derivative instruments (including options and futures) you may lose more than your initial investment. Past performance is not indicative of future results. You assume all risk of, and full responsibility for, your trading decisions, Strategy code, Broker selection, and tax consequences. The Company provides no advice and makes no representation that any Strategy or trade will be profitable or avoid loss.

15. Disclaimer of Warranties

15.1 AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, THE APPLICATION, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY (AND THE PARENT) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

15.2 THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. THE COMPANY MAKES NO WARRANTY REGARDING ANY MARKET DATA, RESEARCH OUTPUT, OR TICKER FILTERING.

15.3 Some jurisdictions do not allow the exclusion of certain implied warranties, so some exclusions may not apply to you.

16. Limitation of Liability

16.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND THE PARENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AND SUPPLIERS (THE “COMPANY PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR TRADING LOSSES, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID THE COMPANY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) US $199.

16.3 Trading losses excluded. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES HAVE NO LIABILITY FOR ANY TRADING LOSS OR FOR THE ACTS OR OMISSIONS OF ANY BROKER OR MARKET.

16.4 Third-party beneficiary. The Parent and the other Company Parties are intended third-party beneficiaries of Sections 15 and 16 and may enforce them. This benefit does not make the Parent a party to, or obligor under, these Terms.

16.5 Some jurisdictions do not allow certain limitations, so some may not apply to you.

17. Indemnification

You will indemnify, defend, and hold harmless the Company Parties from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Strategies or trades; (b) your use of the Service; (c) your breach of these Terms or the Acceptable Use Policy; (d) your violation of any law or any third party’s rights, including your Broker’s terms; or (e) your tax obligations.

18. Suspension; Termination

18.1 We may suspend or terminate your access, Invite Code, or License at any time if you breach these Terms, if required by law, or to protect the Service or other Users. You may stop using and uninstall the Application at any time.

18.2 Effect. On termination, your License ends and you must cease use and uninstall the Application. Sections that by their nature should survive (including 1, 4, 6.2, 7, 14–17, 19–23) survive. Termination does not entitle you to a refund except as stated in the Refund Policy.

19. Export Controls; Sanctions

You represent that you are not located in, and are not a national or resident of, any country or region subject to U.S. embargo or comprehensive sanctions, and that you are not on any U.S. government restricted-party list. You will not use or export the Application in violation of U.S. export-control or sanctions laws.

20. Changes to the Terms

We may modify these Terms. We will post the updated Terms with a new version number and effective date and, where appropriate, provide notice in the Application or by email. Changes apply prospectively. Your continued use after the effective date constitutes acceptance; if you do not agree, stop using the Service.

21. Binding Arbitration; Class-Action Waiver

PLEASE READ — THIS AFFECTS HOW DISPUTES ARE RESOLVED.

21.1 Informal resolution first. Before starting an arbitration, you agree to contact us at legal@thornberry.ai and attempt to resolve the dispute informally for at least sixty (60) days.

21.2 Arbitration. Except as provided below, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules before a single arbitrator. The seat/venue is Wilmington, Delaware, and the Federal Arbitration Act (“FAA”) governs the agreement to arbitrate.

21.3 Class-action waiver. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER A CLASS PROCEEDING.

21.4 Fees. The Company will pay the arbitration filing and administrative fees for any individual consumer claim, as provided under the AAA Consumer Arbitration Rules, so that the cost of the forum does not prevent you from pursuing a claim.

21.5 Exceptions. Either party may bring an individual action in small-claims court, and either party may seek injunctive relief in court for intellectual-property or unauthorized-access claims.

21.6 Opt-out. You may opt out of this arbitration agreement within thirty (30) days of first accepting these Terms by sending written notice to legal@thornberry.ai with your name and account email.

22. Open-Source Components

The Application includes open-source software listed in the LICENSES.txt file distributed with the Application. The thornberry runtime incorporates a forked, MIT-licensed dependency, with attribution to Peter Steinberger (2025). “OpenClaw” is a trademark of its owner and is referenced only for attribution; this reference does not imply endorsement. Open-source components are governed by their own licenses, which control over these Terms to the extent of any conflict for those components.

23. General

23.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and, where applicable, the FAA. Subject to Section 21, the state and federal courts located in Delaware have exclusive jurisdiction for any matter not subject to arbitration.

23.2 Entire agreement. These Terms, together with the incorporated documents and any checkout order, are the entire agreement between you and the Company regarding the Service.

23.3 Severability; waiver; assignment. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them, including to the Parent or an affiliate or in connection with a merger, acquisition, or asset sale.

23.4 Contact. Thornberry LLC, c/o Wyoming Registered Agent Services LLC, 32 N Gould St., Sheridan, WY 82801; legal notices to legal@thornberry.ai.