Terms of Service

Effective Date: 24 March 2026

Governing Law: New Zealand

1. INTRODUCTION AND ACCEPTANCE

1.1 Agreement

These Terms of Service ("Agreement") constitute a legally binding contract between you ("User", "you", "your") and Sovereign Assets Limited (NZBN 9429052993879) ("Provider", "we", "us", "our"), a company incorporated in New Zealand, trading as StackMotive.

1.2 Acceptance

By creating an account, subscribing to any Service tier, or using the Platform in any way, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not use the Platform.

1.3 Capacity

By accepting this Agreement, you represent and warrant that:

(a) you are at least 18 years of age;

(b) you have the legal capacity to enter into a binding agreement;

(c) you are not a person subject to sanctions under New Zealand, Australian, United States, United Kingdom, or European Union sanctions regimes;

(d) you are accessing the Platform from a jurisdiction where such access is lawful; and

(e) all information you provide during registration is accurate and complete.

2. DEFINITIONS

In this Agreement, unless the context requires otherwise:

"Alert" means an automated notification generated by the Platform based on User-configured parameters.

"Confluence Score" means a numerical metric generated by the Platform's algorithms representing the degree of agreement among multiple analytical indicators, as configured by the User.

"Content" means all text, data, analytics, visualisations, tools, and other materials available on or through the Platform.

"Financial Product" has the meaning given in the Financial Markets Conduct Act 2013 (NZ).

"Intellectual Property" means all patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, algorithms, methodologies, software, code, designs, and all other proprietary rights.

"Personal Information" has the meaning given in the Privacy Act 2020 (NZ).

"Platform" means the StackMotive web application, mobile application, associated APIs, and all related infrastructure operated by the Provider.

"Privacy Policy" means the Provider's privacy policy as published on the Platform and updated from time to time.

"Services" means the financial data, analytical tools, intelligence features, and related functionality made available through the Platform.

"Signal Data" means any analytical output, indicator reading, confluence score, or algorithmic computation generated by the Platform.

"Stack AI" means the artificial intelligence chat and analysis functionality integrated into the Platform.

"Subscription" means the User's elected service tier and associated billing arrangement.

"Subscription Fees" means the recurring fees payable by the User for access to a Subscription tier.

"Subscription Tier" means one of the defined levels of access to the Platform, currently designated as Observer, Navigator, Operator, and Sovereign, as described in section 4.

"Third-Party Data" means market data, pricing information, and other data sourced from third-party providers and made available through the Platform.

"User Configuration" means any watchlist, alert parameter, threshold, or other setting configured by the User within the Platform.

"User Data" means all data, configurations, watchlists, and other information created or uploaded by the User.

3. NATURE OF SERVICES — NOT FINANCIAL ADVICE

3.1 Intelligence Platform

The Platform is a financial intelligence and analytics platform. It provides data, analytical tools, and informational resources. The Platform does not provide financial advice. The Platform does not execute, facilitate, or intermediate any trades or transactions in Financial Products.

Nothing on the Platform constitutes, or is intended to constitute, a recommendation, opinion, or guidance in relation to the acquisition, holding, or disposal of any Financial Product.

3.2 Not a Financial Advice Provider

The Provider is not a Financial Advice Provider as defined in the Financial Markets Conduct Act 2013. The Provider does not hold, and is not required to hold, a licence to provide financial advice under New Zealand law.

3.3 Not a Broker, Dealer, or Exchange

The Provider is not a broker, dealer, market maker, exchange, or intermediary. The Platform does not execute trades, place orders, hold client funds, or facilitate transactions in any Financial Product. The Platform may connect to third-party brokers and exchanges on a read-only basis solely to retrieve portfolio and account data. Any trading decisions you make based on information obtained from the Platform are made entirely outside the Platform and are solely your responsibility.

3.4 No Advisory Relationship

Use of the Platform does not create a financial advisory relationship, fiduciary relationship, or relationship of trust and confidence between you and the Provider. The Provider owes you no duty to act in your best interests with respect to your financial decisions.

3.5 Signal Data Is Not a Recommendation

All Signal Data, including Confluence Scores, Alerts, and analytical outputs, are algorithmic computations based on publicly available market data and User-configured parameters.

Signal Data:

(a) does not constitute a recommendation to buy, sell, hold, or otherwise transact in any Financial Product;

(b) does not represent the opinion of the Provider or any of its directors, officers, or employees;

(d) should not be relied upon as the sole basis for any financial decision.

3.6 Stack AI

Stack AI provides informational responses based on market data and general knowledge. Stack AI does not provide personal financial advice and is not capable of assessing your individual financial situation, objectives, or needs. Responses from Stack AI should not be treated as financial advice or recommendations. Stack AI queries you submit are processed by Anthropic, PBC via their Claude API. Under our current agreement with Anthropic, API-submitted data is not used for model training. For full details, see anthropic.com/privacy.

3.7 User Responsibility

You are solely responsible for your own financial decisions. The Platform provides intelligence and analytical tools to assist your own research and analysis. Before making any decision regarding a Financial Product, you should:

(a) conduct your own independent research and analysis;

(b) consider your own financial situation, objectives, and needs; and

3.8 Investment Risk Acknowledgement

Trading in Financial Products, including equities, cryptocurrencies, derivatives, and commodities, involves significant risk of loss. You acknowledge and accept that:

(a) the value of Financial Products can fluctuate significantly;

(b) you may lose some or all of your invested capital;

(d) the Provider does not guarantee any particular outcome from your use of the Platform or from any financial decisions you make.

4. SUBSCRIPTION TIERS AND SERVICE DESCRIPTION

4.1 Tiers

The Platform offers the following Subscription Tiers, each providing access to specified data, tools, and capabilities:

(a) Observer — Access to foundational market data panels and basic analytical tools.

(b) Navigator — Access to expanded data panels, enhanced analytical tools, and additional configurable parameters.

(c) Operator — Access to all Navigator features plus advanced signal configuration, deeper analytical capabilities, and additional intelligence panels.

(d) Sovereign — Full access to all Platform features, panels, tools, and capabilities.

4.2 Feature Availability

The specific features, panels, and capabilities available within each Subscription Tier are as described on the Platform's pricing page at the time of subscription. The Provider reserves the right to modify the features included in each tier, subject to section 14 (Changes to Terms).

4.3 No Guarantee of Access

The Provider endeavours to maintain the Platform's availability but does not guarantee uninterrupted access. Scheduled maintenance, technical issues, third-party service outages, and force majeure events may affect availability.

5. ACCOUNT REGISTRATION AND SECURITY

5.1 Registration

To access the Services, you must create an account and provide accurate, current, and complete registration information. You must update your registration information promptly if it changes.

5.2 One Account Per User

Each individual may maintain only one account. You may not create multiple accounts, and you may not share your account credentials with any other person.

5.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at [SUPPORT EMAIL] if you become aware of any unauthorised use of your account.

5.4 Provider's Right to Verify

The Provider reserves the right to verify your identity and to request additional information or documentation to comply with applicable laws.

6. FEES, BILLING, AND TAXES

6.1 Subscription Fees

Subscription Fees are as displayed on the Platform's pricing page at the time of subscription. All fees are quoted in New Zealand dollars unless otherwise specified.

6.2 Billing

Subscription Fees are billed in advance on a recurring basis (monthly or annually, as selected by you) through our third-party payment processor, Stripe, Inc. ("Stripe"). By subscribing, you authorise Stripe to charge your designated payment method on each billing date.

6.3 Stripe

Payment processing is provided by Stripe and is subject to Stripe's terms of service and privacy policy. The Provider does not store your credit card or payment details directly.

6.4 Price Changes

The Provider may change Subscription Fees by providing you with at least 30 days' written notice (by email to your registered email address). The new fees will apply from your next billing cycle following the expiry of the notice period. If you do not agree to the new fees, you may cancel your Subscription before the new fees take effect.

6.5 Taxes

(a) New Zealand Users: Subscription Fees are exclusive of Goods and Services Tax (GST). GST at the applicable rate (currently 15%) will be added to all charges.

(b) Australian Users: Subscription Fees are exclusive of GST. New Zealand GST will not be charged where the supply is zero-rated for GST purposes. You are responsible for any Australian GST obligations arising under the reverse charge mechanism.

(c) Other International Users: Subscription Fees are exclusive of any applicable local taxes, duties, or levies. You are responsible for determining and paying any taxes applicable in your jurisdiction.

6.6 No Refunds

Except as required by applicable law (including the Consumer Guarantees Act 1993 and, for Australian users, the Australian Consumer Law), Subscription Fees are non-refundable. Partial-period cancellations do not entitle you to a pro-rata refund unless otherwise specified at the time of cancellation.

6.7 Failed Payments

If a payment fails, the Provider may suspend your access to the Platform until payment is successfully processed. The Provider will make reasonable efforts to notify you of a failed payment before suspending access.

7. INTELLECTUAL PROPERTY

7.1 Provider IP

The Platform, including all software, code, algorithms, designs, methodologies, Confluence Score algorithms, analytical frameworks, user interface designs, documentation, and all associated Intellectual Property, is and remains the exclusive property of the Provider. Nothing in this Agreement transfers any Intellectual Property rights in the Platform to you.

7.2 Licence to Use

Subject to your compliance with this Agreement and payment of applicable Subscription Fees, the Provider grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your personal, non-commercial investment research and analysis purposes.

7.3 User Data

You retain ownership of your User Data. By using the Platform, you grant the Provider a non-exclusive, worldwide, royalty-free licence to process, store, and display your User Data solely for the purpose of providing the Services to you.

7.4 Aggregated Data

The Provider may collect, aggregate, and anonymise User Data and usage patterns for the purposes of improving the Platform, generating aggregate statistics, and conducting research. Such aggregated and anonymised data is the property of the Provider and does not identify you personally.

7.5 Restrictions

You must not:

(a) copy, reproduce, modify, adapt, or create derivative works based on the Platform or any part thereof;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Platform;

(d) use the Platform or Signal Data to provide commercial financial advisory, signal, intelligence, or data services to third parties;

(e) use automated tools, bots, scrapers, or similar technology to access or extract data from the Platform beyond normal use;

(f) remove, alter, or obscure any proprietary notices, trademarks, or branding on the Platform; or

(g) use the Platform in any manner that violates applicable laws or regulations.

7.6 Content and Publications

All content published by the Provider, including through The Sovereign Signal newsletter and podcast, is the Intellectual Property of the Provider. You may share links to such content but may not reproduce or redistribute the content itself without the Provider's prior written consent.

8. DATA AND PRIVACY

8.1 Privacy Policy

Your use of the Platform is subject to the Provider's Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy describes how we collect, use, store, and disclose your Personal Information.

8.2 Data Collection

The Provider collects and processes the following categories of data:

(a) Account Information: name, email address, billing information, and account preferences;

(b) Usage Data: Platform interactions, feature usage, session data, and device information;

(d) Stack AI Interaction Data: queries submitted to Stack AI and associated responses; and

(e) Transaction Data: billing and payment transaction records processed through Stripe.

8.3 Data Processing Location

User Data is processed and stored on servers located in [SPECIFY REGION]. By using the Platform, you consent to the transfer and processing of your data in this jurisdiction.

8.4 Australian Users — Cross-Border Disclosure

If you are located in Australia, you acknowledge and consent to the disclosure and transfer of your Personal Information to New Zealand and to [OTHER JURISDICTIONS] for the purposes of providing the Services. The Provider takes reasonable steps to ensure that overseas recipients of your information comply with the Australian Privacy Principles.

8.5 Third-Party Data Processors

The Provider engages third-party data processors as described in the Privacy Policy, including Stripe, Inc. (payments), Anthropic, PBC (Stack AI — queries processed via their Claude API; under our current agreement, API-submitted data is not used for model training), Stytch / Google OAuth (authentication and magic link login), DigitalOcean (cloud hosting infrastructure), and market data providers.

8.6 Data Breach Notification

In the event of a notifiable privacy breach affecting your Personal Information, the Provider will notify you and, where required, the Office of the Privacy Commissioner, in accordance with the Privacy Act 2020.

9. THIRD-PARTY SERVICES AND DATA

9.1 Third-Party Data

The Platform incorporates Third-Party Data from various market data providers. The Provider does not generate, verify, or guarantee the accuracy, completeness, timeliness, or reliability of Third-Party Data.

9.2 No Warranty on Third-Party Data

Third-Party Data is provided on an "as is" basis. The Provider makes no representation or warranty regarding the accuracy of any price, volume, or other market data displayed on the Platform.

9.3 Data Delays

Real-time data may be subject to delays depending on the data source and your Subscription Tier. The Provider does not guarantee that any data displayed on the Platform reflects current market conditions at the moment of display.

9.4 No Endorsement

The availability of any third-party data source, integration, or reference on the Platform does not constitute an endorsement of that third party by the Provider.

10. DISCLAIMERS

10.1 No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

10.2 Specific Disclaimers

Without limiting section 10.1, the Provider specifically disclaims any warranty or representation that:

(a) the Platform will be uninterrupted, timely, secure, or error-free;

(b) Signal Data, Confluence Scores, or other analytical outputs will be accurate, complete, or reliable;

(c) any particular financial outcome will result from the use of the Platform or from decisions made using information obtained from the Platform;

(d) the Platform will be compatible with all devices, browsers, or operating systems;

(e) any defects or errors will be corrected; or

(f) the Platform is free of viruses or other harmful components.

10.3 Investment Outcomes

The Provider makes no warranty or representation regarding the performance of any Financial Product, trading strategy, or analytical approach. No data, signal, or output on the Platform should be interpreted as a guarantee or prediction of future returns.

10.4 Decisions Made Outside the Platform

The Platform is an intelligence and analytics tool. All trading and investment decisions are made by you, outside the Platform, using third-party brokers and exchanges of your own choosing. The Provider has no visibility into, control over, or responsibility for any transactions you execute outside the Platform.

10.5 Consumer Guarantees — New Zealand

If you are a consumer as defined in the Consumer Guarantees Act 1993 (NZ) ("CGA"), certain guarantees apply to the Services that cannot be excluded by law. Where such guarantees apply, the Provider's liability is limited to the remedies specified in section 11.

10.6 Consumer Guarantees — Australia

If you are a consumer within the meaning of the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) ("ACL"), nothing in this Agreement excludes, restricts, or modifies any consumer guarantee under the ACL that cannot be excluded by law. To the extent permitted by law, the Provider's liability for breach of any non-excludable consumer guarantee is limited to:

(a) the re-supply of the Services; or

(b) the payment of the cost of having the Services re-supplied.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

(a) loss of profits, revenue, or anticipated savings;

(b) loss of data or data corruption;

(d) trading losses or lost trading opportunities arising from decisions made using information from the Platform;

(e) losses arising from reliance on Signal Data, Confluence Scores, or other Platform outputs;

(f) losses arising from third-party data errors, delays, or omissions; or

(g) losses arising from any financial decisions you make,

WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

(a) the total Subscription Fees paid by you to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim; or

(b) NZD $100.

11.3 Exceptions

The limitations in sections 11.1 and 11.2 do not apply to:

(a) liability arising from the Provider's fraud or wilful misconduct;

(b) liability arising from the Provider's gross negligence;

(d) the Provider's obligations under section 8.6 (Data Breach Notification).

11.4 Allocation of Risk

You acknowledge that the Subscription Fees reflect the allocation of risk set out in this section 11, and that the Provider would not provide the Services at the current Subscription Fees without these limitations.

11.5 Acknowledgement of Information-Only Service

You acknowledge that the Platform provides information and analytical tools only. The Provider does not execute, facilitate, or intermediate any trades or transactions. Any losses arising from trading decisions you make using third-party brokers or exchanges are entirely outside the scope of the Services and the Provider's responsibility.

12. INDEMNIFICATION

12.1 User Indemnity

You agree to indemnify, defend, and hold harmless the Provider, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your use of the Platform;

(b) any financial decisions or transactions you make based on information obtained from the Platform;

(d) your violation of any applicable law or regulation;

(e) any claim by a third party arising from your use of the Platform; and

(f) any tax liability arising from your trading or investment activity.

12.2 Limitation

This indemnity does not apply to the extent that a claim arises from the Provider's fraud, wilful misconduct, or gross negligence.

13. SUSPENSION AND TERMINATION

13.1 Suspension by Provider

The Provider may immediately suspend your access to the Platform if:

(a) you fail to pay Subscription Fees when due;

(b) the Provider reasonably believes you have breached this Agreement;

(d) suspension is required by a regulatory body, court order, or applicable law;

(e) suspension is necessary for technical, operational, or security reasons; or

(f) your use of the Platform is causing or may cause harm to other users or the Platform's infrastructure.

13.2 Cancellation by User

You may cancel your Subscription at any time through the Platform interface or by contacting [SUPPORT EMAIL]. Cancellation takes effect at the end of your current billing period. You will retain access to your Subscription Tier until the end of the paid period.

13.3 Termination by Provider

The Provider may terminate this Agreement and your account:

(a) immediately, for cause, if you commit a material breach that is not remedied within 14 days of written notice; or

(b) for convenience, by providing you with 30 days' written notice.

13.4 Discontinuation of Service

The Provider may discontinue the Platform entirely by providing all Users with at least 60 days' written notice. In such event, the Provider will refund any prepaid Subscription Fees on a pro-rata basis for the unused portion of the billing period.

13.5 Effect of Termination

Upon termination:

(a) your access to the Platform will cease immediately (or at the end of the notice period, as applicable);

(b) your User Data will be retained in accordance with the Privacy Policy;

(c) sections 3 (Nature of Services), 7 (Intellectual Property), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 15 (Governing Law), and this section 13.5 survive termination; and

(d) no refund is payable for partial billing periods except as specified in section 13.4 or as required by law.

14. CHANGES TO TERMS

14.1 Right to Amend

The Provider may amend this Agreement from time to time. The current version will always be available on the Platform.

14.2 Notice

The Provider will provide at least 30 days' written notice (by email to your registered email address) of any material changes to this Agreement, including changes to pricing, liability limitations, or the nature of the Services.

14.3 Acceptance of Changes

Your continued use of the Platform after the expiry of the notice period constitutes acceptance of the amended Agreement. If you do not agree to the amended terms, you must cancel your Subscription and cease using the Platform before the changes take effect.

14.4 Material Changes — Active Acknowledgement

For changes the Provider considers materially adverse to your rights, the Provider may require you to actively acknowledge the amended terms before continuing to use the Platform.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of New Zealand.

15.2 Jurisdiction

Subject to section 15.3, the courts of New Zealand have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

15.3 Mediation

Before commencing court proceedings (other than proceedings seeking urgent interlocutory relief), the parties agree to attempt to resolve any dispute through mediation administered by the Resolution Institute (or its successor body) in Auckland, New Zealand. If the dispute is not resolved within 30 days of the appointment of a mediator, either party may commence court proceedings.

15.4 Australian Users

If you are an Australian consumer, nothing in this section prevents you from bringing proceedings in an Australian court to the extent required by the ACL. The Provider submits to the non-exclusive jurisdiction of Australian courts for claims brought by Australian consumers under the ACL.

16. FORCE MAJEURE

16.1 Definition

Neither party is liable for failure to perform its obligations under this Agreement to the extent such failure is caused by circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to:

(a) natural disasters, epidemics, or pandemics;

(b) war, terrorism, civil unrest, or government action;

(d) failures of third-party data providers or market data feeds;

(e) power outages or telecommunications failures; and

(f) regulatory changes that make performance unlawful or impracticable.

16.2 Notification

The affected party must notify the other party as soon as reasonably practicable of a Force Majeure Event and its expected duration.

16.3 Prolonged Force Majeure

If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement by written notice, and the Provider will refund prepaid Subscription Fees on a pro-rata basis.

17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement (together with the Privacy Policy) constitutes the entire agreement between you and the Provider in relation to your use of the Platform and supersedes all prior negotiations, representations, and agreements.

17.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

17.3 No Waiver

A failure or delay by the Provider in exercising any right under this Agreement does not constitute a waiver of that right. A single or partial exercise of any right does not preclude further exercise of that right.

17.4 Assignment

The Provider may assign or transfer its rights and obligations under this Agreement to any successor entity or acquirer without your consent. You may not assign or transfer your rights or obligations under this Agreement without the Provider's prior written consent.

17.5 Notices

All notices under this Agreement will be sent electronically to the email address associated with your account (for notices to you) or to [LEGAL EMAIL] (for notices to the Provider). Notices are deemed received when sent, provided the sending party does not receive a delivery failure notification.

17.6 Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between you and the Provider.

17.7 Third-Party Rights

This Agreement does not confer any rights on any person other than the parties to this Agreement, except to the extent expressly provided in section 12 (Indemnification).

18. CONTACT

For questions about this Agreement, contact:

Sovereign Assets Limited (NZBN 9429052993879), trading as StackMotive Email: [LEGAL EMAIL] Address: [REGISTERED ADDRESS]

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