These Subscription & Usage Terms (the “Terms”) apply to the Flow.42 AI Auction Analyst monthly subscription service.
These Terms supplement the applicable Flow.42 master terms, end-user licence agreement, order form, checkout terms, privacy policy, and any data processing terms that apply to the Subscriber’s account. If there is a conflict between these Terms and the master terms, these Terms control only for the Service, the applicable Usage Limits, Service-specific eligibility, and Service-specific usage restrictions.
1. Definitions
“AI Auction Analyst” or “Service” means the AI-powered market analysis functionality made available by Provider as a monthly subscription add-on for use with the Auction Engine.
“AI Query” means a Subscriber-initiated request submitted to the Service for AI-generated market analysis or related Service output.
“Auction Engine” means the Flow.42 Auction Engine product required for use of the Service.
“Billing Cycle” means each recurring monthly subscription period for the Service, calculated from the subscription start date on an anniversary-billing basis, unless a different billing period is stated at checkout.
“Provider” means the Singapore-based Flow.42 contracting entity identified at checkout, in the order confirmation, on the invoice, or in the legal notice applicable to the Subscriber’s purchase.
“Service Response” means a response, analysis, explanation, output, or other result generated by the Service in response to an AI Query.
“Subscriber” means the individual or entity holding an active Service subscription.
“Subscriber Content” means prompts, queries, chart context, market context, text, uploaded or submitted information, technical metadata, and other content submitted by or on behalf of the Subscriber to the Service.
“Third-Party AI Infrastructure” means third-party AI models, APIs, hosting providers, data processors, and related technical infrastructure used by Provider to deliver, secure, monitor, or operate the Service.
“Usage Limits” means the technical and operational limits that Provider applies to use of the Service, which may include limits on the number, frequency, rate, concurrency, type, scope, or complexity of AI Queries within a given period (for example per minute, per hour, per day, or per Billing Cycle), and which may differ between features, categories of AI Queries, subscription configurations, or periods.
2. Eligibility, Prerequisite, and No Lifetime Entitlement
2.1 The Service is an add-on to the Auction Engine and operates only in conjunction with an active Auction Engine subscription, licence, or other qualifying Auction Engine entitlement recognised by Provider.
2.2 The Service may only be ordered by a Subscriber who, at the time of ordering, either (a) holds an active qualifying Auction Engine entitlement, or (b) is purchasing a qualifying Auction Engine entitlement in the same order. Eligibility may be verified at checkout and during the subscription term.
2.3 The Service is offered only as a monthly subscription. It is not offered as a lifetime product, perpetual licence, prepaid credit package, stored-value package, or permanently retained entitlement. Any lifetime, perpetual, or long-term entitlement for another Flow.42 product does not include the Service unless Provider expressly states otherwise in the relevant order confirmation for the Service.
2.4 If the Subscriber’s qualifying Auction Engine entitlement is cancelled with effect from the end of its then-current term, access to the Service continues only until the earlier of (a) the end of the Service’s then-current Billing Cycle, or (b) the date on which the Auction Engine entitlement ceases to be active.
2.5 If the Subscriber’s qualifying Auction Engine entitlement is suspended for non-payment, breach, misuse, security reasons, or any other reason that prevents access to the Auction Engine, Provider may suspend access to the Service immediately. The Service subscription will terminate no later than the end of the Service’s then-current Billing Cycle unless eligibility is restored before then. No refund is due for the current Billing Cycle, except where required by mandatory law or where Section 14.4 applies.
3. Scope of Use, Usage Limits, and Fair Use
3.1 The subscription entitles the Subscriber to a reasonable volume of AI Queries for the Subscriber’s own trading analysis, subject to the Usage Limits in effect and to the fair-use and anti-abuse provisions of these Terms.
3.2 Each AI Query consumes third-party AI processing capacity and infrastructure resources and causes corresponding costs for Provider. Usage Limits exist to protect the stability, security, responsiveness, and economically sustainable operation of the Service and to ensure equitable access for all Subscribers.
3.3 The Usage Limits in effect from time to time are made available in the product interface, account portal, or Service documentation. Provider may apply different Usage Limits to different features, categories of AI Queries, or types of analysis, including features or query types introduced after the Subscriber’s initial purchase.
3.4 Usage capacity under the Service is not a credit balance, not a stored balance, not electronic money, not a prepaid instrument, not a voucher, and not a monetary asset. It has no cash or monetary value, is not sold or purchasable separately, and exists only as a scope-of-use limit for the active subscription.
4. Application of Usage Limits and Rate Limiting
4.1 Provider may apply Usage Limits through technical means, including rate limiting, throttling, queuing, delaying, or temporarily restricting AI Queries, in order to enforce the Usage Limits in effect and to protect the Service.
4.2 If the Subscriber reaches an applicable Usage Limit, the affected functionality may be temporarily unavailable until the relevant limit period resets. The Auction Engine and any other Flow.42 products are unaffected unless a separate suspension or eligibility issue applies.
4.3 Reaching a Usage Limit is an ordinary operating characteristic of the Service and not a defect. It does not entitle the Subscriber to a refund, credit, extension, price reduction, or other compensation, except where required by mandatory law.
4.4 AI Queries that fail solely because of a technical error in the Service, Third-Party AI Infrastructure, or Provider systems are not intended to count towards Usage Limits, or may be disregarded for Usage Limit purposes at Provider’s reasonable discretion.
4.5 Provider is not required to disregard or re-run an AI Query merely because the Service Response is incomplete, inaccurate, delayed, commercially unsatisfactory, not useful for the Subscriber’s intended purpose, or unsuitable for a particular trading decision, provided that a Service Response was technically generated.
5. Changes to Usage Limits
5.1 Provider may set, adjust, add, or remove Usage Limits from time to time, including for new features or new categories of AI Queries, in order to preserve the stability and security of the Service, prevent abuse or overload, reflect changes in third-party AI or infrastructure costs, and operate the Service economically.
5.2 Changes to Usage Limits take effect when the updated Usage Limits are made available in the product interface, account portal, or Service documentation.
5.3 Where a change to Usage Limits materially reduces the ordinary usability of the Service for typical individual professional use, Provider will give reasonable advance notice where practicable.
5.4 If a change under this Section materially reduces the ordinary usability of the Service for the Subscriber, the Subscriber may cancel the Service with effect no later than the end of the then-current Billing Cycle. Given the monthly subscription term, no Subscriber is committed beyond the Billing Cycle already paid.
6. No Monetary Value; Non-Transferable; No Set-Off
Usage capacity under the Service is non-transferable, non-assignable, and non-refundable, and may not be exchanged, sold, redeemed, converted, or claimed for cash, credit, subscription time, account value, or any other benefit. Unused usage capacity within a Billing Cycle does not carry over and creates no claim, credit, or entitlement of any kind. Usage capacity may not be applied, credited, or set off against subscription fees or any other amounts owed to or by Provider. Nothing in these Terms creates any property right in usage capacity or Usage Limits.
7. Subscription Term, Auto-Renewal, Cancellation, and Payment
7.1 The Service is offered on a monthly subscription term at the price stated at checkout, plus any applicable taxes, duties, or payment-processing charges. The Service renews automatically at the end of each Billing Cycle at the then-current renewal price unless cancelled before the renewal date.
7.2 The Subscriber may cancel the Service through the account portal, cancellation control, support process, or other cancellation mechanism made available by Provider. Cancellation takes effect at the end of the current Billing Cycle unless Provider, the account portal, or mandatory law permits or requires an earlier effective date.
7.3 After cancellation, access to the Service normally continues until the end of the current Billing Cycle. Access may end earlier if the Service is suspended or terminated for breach, non-payment, misuse, security reasons, loss of Auction Engine eligibility, or another reason permitted by these Terms.
7.4 No refund of the fee for the current Billing Cycle is due on Subscriber cancellation, except as required by mandatory law or as expressly stated in Section 8 or Section 14.4.
7.5 Provider may suspend or terminate access to the Service for failed payment, chargeback, payment dispute, suspected fraud, or inability to verify payment authorisation. Provider may retry payment collection and may cancel the Service if payment is not completed.
7.6 Where mandatory law in a jurisdiction requires a specific online cancellation method, renewal notice, consent flow, or subscription-management mechanism for Subscribers in that jurisdiction, Provider will provide the required mechanism for those Subscribers to the extent required by that law.
8. Consumer Withdrawal, Cooling-Off, and Immediate Performance
8.1 Where mandatory consumer law in the Subscriber’s jurisdiction grants a withdrawal right, cooling-off period, refund right, cancellation right, or similar mandatory protection for digital services or subscription services, that mandatory protection applies notwithstanding the governing-law and jurisdiction clause in Section 19.
8.2 Where permitted by applicable law, Provider may make the Service available immediately after purchase. At checkout, Provider may require the Subscriber to expressly request immediate access to the Service during any applicable withdrawal or cooling-off period and to acknowledge the legal consequences of receiving immediate digital performance.
8.3 To the extent permitted by applicable law, full performance of the Service for a Billing Cycle occurs when the Billing Cycle has ended.
8.4 If the Subscriber validly exercises a mandatory withdrawal or cooling-off right after requesting immediate performance and before full performance of the Service for the relevant Billing Cycle, Provider may charge or retain the proportionate amount of the subscription fee corresponding to the Service provided up to the time of withdrawal, to the extent permitted by applicable law.
8.5 Any refund required under this Section relates only to the subscription fee. Usage capacity has no monetary value and is not refunded, converted, extended, credited, or exchanged for any other benefit.
9. Price Changes
9.1 Prices for renewal terms may change. Provider will notify the Subscriber of any price change at least thirty (30) days before the change takes effect, unless a longer notice period is required by mandatory law.
9.2 A price change applies only from the start of a subsequent Billing Cycle and never applies within a Billing Cycle that has already been paid.
9.3 The Subscriber may cancel the Service before a price change takes effect. Continued use of the Service after the effective date of the price change constitutes acceptance of the new renewal price to the extent permitted by applicable law.
10. Fair Use and Anti-Abuse
10.1 The Service is for the Subscriber’s own lawful use. The Subscriber must not share credentials, resell access, pool access across unauthorised users, provide the Service as a substitute service to third parties, or use the Service for service-bureau, managed-account, copy-trading, signal-selling, or resale purposes without Provider’s express written permission.
10.2 The Subscriber must not scrape, harvest, reverse engineer, overload, benchmark for competitive purposes, automate unsupported access, generate excessive automated AI Queries, circumvent Usage Limits or rate limiting, bypass technical restrictions, interfere with the Service, or use the Service in a manner that degrades the Service for other users or materially exceeds ordinary individual professional use.
10.3 The Subscriber may share limited excerpts, screenshots, or Service Responses for personal recordkeeping, internal review, education, or ordinary discussion, provided this does not expose the Service to third parties as a substitute for their own subscription and does not violate Provider’s intellectual property rights, confidentiality rights, or other applicable terms.
11. Suspension and Termination
11.1 Provider may suspend or terminate access to the Service for breach of these Terms, non-payment, chargeback, misuse, suspected fraud, security risk, unlawful use, loss of Auction Engine eligibility, excessive technical load, violation of third-party provider requirements, or conduct that may expose Provider, other users, or Third-Party AI Infrastructure to legal, regulatory, security, or operational risk.
11.2 Provider will use reasonable efforts to give notice of suspension or termination where practicable, but may act without prior notice where immediate action is reasonably necessary.
11.3 On termination of the Service, access and any remaining usage capacity for the current Billing Cycle end without refund, conversion, extension, or credit, except as required by mandatory law or as expressly stated in Section 14.4.
12. No Financial, Investment, Trading, Tax, or Legal Advice
12.1 The Service is an analytical and educational tool only. It may describe market context, auction conditions, liquidity behaviour, volume activity, order-flow context, and other observable or derived market-related information.
12.2 The Service does not recommend whether the Subscriber should buy, sell, hold, enter, exit, reverse, increase, decrease, hedge, or otherwise place, manage, or close any trade or position.
12.3 The Service does not consider the Subscriber’s financial situation, account size, risk tolerance, trading objectives, experience, tax position, legal position, suitability, broker relationship, margin status, or personal circumstances.
12.4 The Service does not constitute financial advice, investment advice, trading advice, tax advice, legal advice, portfolio management, commodity trading advice, investment research, a trade signal service, or a recommendation to engage in any transaction.
12.5 Provider is not a licensed financial adviser, broker, commodity trading adviser, investment adviser, portfolio manager, introducing broker, futures commission merchant, or legal or tax adviser. Provider does not accept responsibility for trading decisions, trading losses, missed opportunities, platform errors, broker execution, market volatility, liquidity events, slippage, margin calls, or any other trading outcome.
12.6 All trading decisions are made solely by the Subscriber. The Subscriber must independently verify all information and decide whether any trade, non-trade, risk action, or platform action is appropriate.
13. AI Outputs and Service Limitations
13.1 Service Responses are generated by AI and may be incomplete, inaccurate, delayed, outdated, inconsistent, or unsuitable for the Subscriber’s intended purpose. The Service may misunderstand prompts, chart context, market context, or user intent.
13.2 Provider does not guarantee that any Service Response is correct, complete, current, profitable, reliable, suitable, or free from error. Provider does not guarantee that the Service reflects all available market data, all relevant order-flow information, all liquidity conditions, or all risk factors.
13.3 Service Responses may be limited, refused, filtered, shortened, delayed, or unavailable because of safety controls, technical constraints, model limitations, rate limits, maintenance, third-party provider requirements, or other operational reasons.
13.4 The Service is not designed to replace the Subscriber’s own trading judgment, risk management, platform review, broker review, or professional advice.
14. Availability, Third-Party Infrastructure, and Discontinuation
14.1 The Service may depend on Third-Party AI Infrastructure, market-data availability, hosting providers, internet connectivity, platform integrations, and other systems outside Provider’s direct control.
14.2 Provider does not guarantee uninterrupted, error-free, real-time, or permanent availability of the Service. The Service may be interrupted, degraded, delayed, modified, restricted, or unavailable because of maintenance, outages, model changes, provider changes, infrastructure failures, legal requirements, security issues, or other operational reasons.
14.3 Temporary interruption, degradation, delay, or unavailability of the Service does not entitle the Subscriber to a refund, credit, extension, or compensation unless required by mandatory law or expressly agreed in a separate written service-level agreement.
14.4 If Provider permanently discontinues the Service during a paid Billing Cycle for reasons not caused by the Subscriber’s breach, misuse, non-payment, loss of eligibility, or violation of these Terms, Provider will provide a pro-rated refund of the subscription fee for the unused portion of that Billing Cycle or another remedy required or permitted by applicable law. This refund, if any, applies to the subscription fee only. Usage capacity remains without cash or monetary value.
15. Limitation of Liability
15.1 Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited under applicable law.
15.2 Subject to Section 15.1, Provider is not liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, for: (a) any indirect, incidental, special, consequential, exemplary, or punitive loss or damage; (b) any loss of profits, loss of revenue, loss of anticipated savings, loss of trading opportunity, loss of business, loss of contracts, loss of goodwill, or loss of reputation, in each case whether direct or indirect; (c) any loss of, or corruption of or damage to, data or software; or (d) any business interruption — in each case arising out of or in connection with these Terms or the Service, even if Provider was advised of, or ought reasonably to have foreseen, the possibility of such loss or damage.
15.3 Subject to Section 15.1, Provider’s total aggregate liability arising out of or in connection with these Terms or the Service, howsoever arising, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total subscription fees actually paid by the Subscriber for the Service in the twelve (12) months immediately preceding the first event giving rise to the claim. Neither the existence of more than one claim nor a series of connected claims enlarges this limit.
15.4 To the fullest extent permitted by applicable law, all conditions, warranties, representations, and other terms implied by statute, common law, or custom — including any implied terms as to satisfactory quality, fitness for a particular purpose, or the exercise of reasonable care and skill beyond the express commitments in these Terms — are excluded. The remedies expressly set out in these Terms are the Subscriber’s sole and exclusive remedies in connection with the Service.
15.5 Subject to Section 15.1, no claim arising out of or in connection with these Terms or the Service may be brought more than twelve (12) months after the date on which the Subscriber became aware, or ought reasonably to have become aware, of the event giving rise to the claim.
15.6 The Subscriber acknowledges that the exclusions and limitations in this Section reflect a reasonable allocation of risk between the parties in light of the nature of the Service as an analytical add-on tool, the modest subscription fee, the Subscriber’s status as a business customer, and the availability of alternative analytical tools, and that the subscription fee would be materially higher without these exclusions and limitations.
15.7 This Section applies in addition to, and does not limit or reduce, the disclaimers and exclusions in Sections 12, 13, and 14. Trading decisions and trading outcomes remain solely the Subscriber’s responsibility as set out in Section 12. This Section supplements any limitation of liability in the applicable master terms and does not enlarge Provider’s liability under those terms.
16. Data, Privacy, and Third-Party AI Processing
16.1 Use of the Service is subject to Provider’s privacy policy and, where applicable, any data processing terms made available by Provider.
16.2 The Subscriber acknowledges that Subscriber Content, AI Queries, Service Responses, usage metadata, technical logs, account identifiers, device information, and diagnostic information may be collected, used, disclosed, transferred, stored, or otherwise processed by Provider and Third-Party AI Infrastructure for the purposes of providing, operating, securing, monitoring, maintaining, supporting, and improving the Service, as further described in Provider’s privacy policy.
16.3 The Service may involve cross-border processing, storage, and transfer of information, including processing in Singapore and in countries where Provider or Third-Party AI Infrastructure providers operate.
16.4 The Subscriber must not submit passwords, broker login credentials, payment-card data, government identification numbers, unnecessary personal data, personal data of third parties without a lawful basis, confidential third-party information, or other sensitive information that is not required for use of the Service.
16.5 The Subscriber is responsible for ensuring that Subscriber Content submitted to the Service may lawfully be submitted, processed, and used for the purposes described in these Terms and Provider’s privacy policy.
17. Subscriber Content, Outputs, and Intellectual Property
17.1 Provider does not claim ownership of Subscriber Content solely because it is submitted to the Service. The Subscriber grants Provider the rights necessary to process Subscriber Content for the purposes of providing, operating, securing, monitoring, maintaining, supporting, and improving the Service, subject to Provider’s privacy policy and applicable data processing terms.
17.2 Subject to these Terms, the Subscriber may use Service Responses for the Subscriber’s own internal trading analysis, education, research, and recordkeeping. The Subscriber must not resell, redistribute, package, publish, or commercialise Service Responses as a competing service, signal service, advisory service, dataset, model-training dataset, or standalone product without Provider’s express written permission.
17.3 Provider and its licensors retain all rights, title, and interest in and to the Service, the software, models, prompts, workflows, interfaces, documentation, trademarks, branding, trade secrets, know-how, and underlying technology used to provide the Service.
18. Taxes
Subscription fees are exclusive of taxes unless stated otherwise at checkout. The Subscriber is responsible for any applicable taxes, duties, levies, withholding, or similar charges arising from the purchase or use of the Service, except for taxes based on Provider’s net income.
19. Governing Law and Jurisdiction
19.1 These Terms are governed by and construed in accordance with the laws of the Republic of Singapore.
19.2 The parties submit to the exclusive jurisdiction of the courts of Singapore for any dispute arising out of or relating to these Terms or the Service.
19.3 Sections 19.1 and 19.2 do not exclude, restrict, or override mandatory consumer-protection rights, withdrawal rights, cancellation rights, data-protection rights, or jurisdictional rights that cannot lawfully be excluded under the laws applicable to a Subscriber in a particular jurisdiction.
20. Changes to These Terms
Provider may update these Terms from time to time. Changes that materially affect the Service, pricing, cancellation rights, or the Subscriber’s material obligations will be notified in advance where practicable and where required by applicable law. Changes to these Terms do not retroactively affect a Billing Cycle that has already been paid. Changes to Usage Limits are governed by Section 5.
