AgentOS Terms of Service

askui GmbH · Zimmerstraße 3, 76137 Karlsruhe, Germany

Registered with the Amtsgericht Mannheim under HRB 740125

Effective Date: 1 May 2026

IMPORTANT — READ CAREFULLY.

By downloading, installing, copying, or otherwise using AskUI AgentOS (the “Software”), you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.

This Agreement is offered to businesses, developers, and other Unternehmer within the meaning of § 14 BGB. AskUI does not offer the Software to consumers within the meaning of § 13 BGB.

1. Definitions

In this Agreement, capitalised terms have the meanings set out below.

“AgentOS” or “Software” means the AskUI AgentOS desktop controller software, including all updates, patches, documentation, and associated files made available by AskUI.

“Agent Output” means any output generated by the Software, including test results, classifications, recommendations, actions, documents, code, natural-language responses, and other outputs produced by AskUI computer-use agents.

“AskUI” means askui GmbH, registered at Zimmerstraße 3, 76137 Karlsruhe, Germany (HRB 740125).

“Autonomous Actions” means actions executed by the Software on systems, applications, devices, or interfaces designated or configured by the Licensee.

“Commercial Licence” means a valid, paid subscription or licence agreement between the Licensee and AskUI (such as a SaaS Order Form or enterprise agreement) that expressly authorises Commercial Use of the Software.

“Commercial Use” means any use of the Software in connection with, or for the benefit of, a business, organisation, or revenue-generating activity, including use in production environments, use for client projects, integration into commercial products or services, or use by or on behalf of any for-profit entity. For clarity, internal evaluation of the Software by an employee, contractor, or agent of a for-profit entity is Commercial Use unless conducted under an active Trial Period authorised under Section 2.4.

“Licensee” or “You” means the individual or legal entity that downloads, installs, or uses the Software.

“Licensee Data” means data, content, prompts, screenshots, videos, test inputs, instructions, files, and other materials processed through the Software by or on behalf of the Licensee.

“Non-Commercial Use” means use of the Software solely for personal learning, academic research, individual open-source development, or hobbyist purposes that do not directly or indirectly generate revenue or commercial advantage and that are not conducted by or on behalf of a for-profit entity.

“Trial Period” means a time-limited evaluation period authorised under Section 2.4, during which the Licensee may use the Software for evaluation purposes under the terms set out in this Agreement and in any written Trial authorisation issued by AskUI.

2. Licence Grant

2.1 Non-Commercial Licence. Subject to the terms of this Agreement, AskUI grants the Licensee a limited, non-exclusive, non-transferable, revocable licence to install and use the Software solely for Non-Commercial Use. This licence is granted free of charge and does not require a separate subscription agreement.

2.2 Commercial Use Prohibited Without Licence. Commercial Use of the Software is prohibited unless the Licensee holds a valid Commercial Licence or is operating under an authorised Trial Period under Section 2.4. Any Commercial Use without a Commercial Licence (and outside an authorised Trial Period) constitutes a material breach of this Agreement and may result in immediate termination of the licence and the consequences set out in Section 11.

2.3 Commercial Licence. Licensees who wish to make Commercial Use of the Software must enter into a separate Commercial Licence agreement with AskUI (for example, a SaaS Order Form or enterprise agreement). The terms of the Commercial Licence shall govern Commercial Use and shall take precedence over this Agreement to the extent of any conflict.

2.4 Trial Period. AskUI may, at its sole discretion, authorise the Licensee to evaluate the Software during a Trial Period. Unless AskUI has issued a written Trial authorisation specifying different terms (which shall prevail), the following default terms apply:

(a) the Trial Period is thirty (30) calendar days from the Licensee’s first installation;
(b) use is permitted solely for the Licensee’s internal evaluation and testing of the Software, by up to five (5) individual users within the Licensee’s organisation;
(c) production use, use for client-facing activities, and any revenue-generating use are not permitted during the Trial Period; and
(d) AskUI may revoke any Trial Period at any time on written notice (which may be by email).

Upon expiry or revocation of a Trial Period, the Licensee must either (i) enter into a Commercial Licence, or (ii) cease all use of the Software and uninstall it from all systems.

3. Restrictions

The Licensee shall not, and shall not permit any third party to:

(a) use the Software for any Commercial Use without a valid Commercial Licence or an authorised Trial Period;
(b) copy, modify, adapt, translate, or create derivative works of the Software, except as necessary for routine backup and disaster recovery;
(c) reverse engineer, decompile, or disassemble the Software, except to the extent permitted by mandatory applicable law (including, where applicable, § 69e of the German Copyright Act);
(d) distribute, sublicence, lease, rent, loan, or otherwise transfer the Software, or any rights therein, to any third party;
(e) remove, alter, or obscure any proprietary notices, labels, copyright or trademark marks on or within the Software;
(f) use the Software in any service-bureau, time-sharing, managed-service or similar arrangement for the benefit of third parties;
(g) circumvent any licence key, activation mechanism, usage limit, or technical protection measure incorporated into the Software;
(h) use the Software to develop, train, evaluate, or benchmark any competing artificial-intelligence, machine-learning, or computer-use-agent product or service;
(i) automate any activity in violation of the terms of service of a third-party system the Software interacts with; or
(j) use the Software in any manner that violates applicable law or regulation.

4. Intellectual Property

4.1 Ownership. The Software is the proprietary product of AskUI and is protected by copyright, trade-secret, and other intellectual property laws. AskUI and its licensors retain all right, title, and interest in and to the Software, including all copies, modifications, and derivative works thereof. Nothing in this Agreement transfers ownership of the Software to the Licensee.

4.2 Trademarks. All trademarks, service marks, and trade names associated with the Software (including “AskUI”, “AgentOS”, and the AskUI logo) are the property of AskUI. The Licensee is not granted any right to use such marks without prior written consent.

4.3 Open-Source Components. The Software may incorporate open-source components, each of which is licensed under its own applicable terms. Nothing in this Agreement restricts the Licensee’s rights under such open-source licences.

4.4 Feedback. If the Licensee provides feedback, suggestions, or ideas about the Software, AskUI may use them without restriction or compensation to the Licensee.

5. Data and Privacy

5.1 Licensee Control. As between the parties, Licensee Data remains under the Licensee’s control. The Licensee is responsible for ensuring that it has all rights, notices, permissions, and lawful bases required to process Licensee Data through the Software, and for compliance with applicable data-protection law in respect of any personal data contained in Licensee Data.

5.2 Telemetry. The Software may transmit limited telemetry data to AskUI describing technical performance, version, feature usage, usage patterns, and error diagnostics. Telemetry does not include screen content, prompts, Agent Output, or Licensee Data processed during test execution. The Licensee may configure the Software to disable telemetry; in that case, the Licensee acknowledges that AskUI’s ability to provide support and to diagnose issues may be reduced.

5.3 Support-Related Personal Data. If the Licensee voluntarily provides data to AskUI in connection with a support request and such data includes personal data, the Licensee shall, before transmission, either (i) pseudonymise or anonymise the data, or (ii) enter into a written Data Processing Agreement with AskUI. AskUI shall not process personal data provided in connection with support requests other than as necessary to provide the requested support, and shall delete or return such data on completion of the support request.

5.4 AI Model Training. AskUI shall not use Licensee Data in identifiable form to train, fine-tune, or otherwise improve generally available artificial-intelligence or machine-learning models, and shall not share Licensee Data in identifiable form with any third-party AI or model provider for such purposes. The AI models used by the Software are pre-trained and do not learn from Licensee Data in the Licensee’s environment.

6. AI Output and Autonomous Actions

6.1 Nature of the Software. The Licensee acknowledges that the Software is AI-driven and includes autonomous components that interpret user interfaces, generate instructions, execute screen actions, and produce Agent Output. The Licensee further acknowledges that Agent Output is probabilistic in nature and may contain inaccuracies, omissions, or errors.

6.2 Human Oversight. The Licensee is solely responsible for reviewing, validating, and verifying Agent Output before relying on it for any business, operational, regulatory, safety, or compliance purpose, and shall implement appropriate human-oversight processes. The Licensee shall not use Agent Output, without independent verification, for any decision affecting safety, the legal status of a person, or any regulated activity.

6.3 Autonomous Actions. The Software may, when so configured by the Licensee, execute Autonomous Actions on systems, applications, devices, or interfaces designated by the Licensee. The Licensee is solely responsible for (i) the scope and permissions of Autonomous Actions, (ii) configuring the Software so that Autonomous Actions are limited to systems and operations the Licensee has authorised, (iii) the consequences of any Autonomous Action executed within the permissions granted, and (iv) ensuring that Autonomous Actions, and the Licensee’s use of Agent Output, do not violate applicable law, third-party rights, or the terms or security requirements of any third-party system the Software interacts with.

7. Licensee Indemnification

The Licensee shall defend and indemnify AskUI, its affiliates, officers, employees, and contractors from and against any third-party claims, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) Licensee Data or other content processed through the Software by or on behalf of the Licensee;
(b) the Licensee’s breach of this Agreement, applicable law, or third-party rights;
(c) unauthorised Commercial Use, unlicensed use, use outside an authorised Trial Period, or unauthorised distribution of the Software;
(d) the Licensee’s configuration or use of prompts, tools, permissions, target systems, Agent Output, or Autonomous Actions; or
(e) use of the Software in combination with systems, data, software, hardware, or services not provided by AskUI.

As a condition of indemnity, AskUI shall (i) notify the Licensee in writing of the claim within fifteen (15) business days of becoming aware of it (provided that failure to give prompt notice shall not relieve the Licensee except to the extent it is materially prejudiced by the delay), (ii) provide reasonable cooperation in the defence at the Licensee’s expense, and (iii) not admit liability or settle without the Licensee’s prior written consent. AskUI may, at its option and expense, participate in the defence with counsel of its choice, and may assume sole control of its own defence if the Licensee fails to defend diligently; in such case the Licensee remains liable for AskUI’s reasonable costs of defence. No settlement may impose any admission, non-monetary obligation, or financial obligation on AskUI without AskUI’s prior written consent.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ASKUI DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. THE LICENSEE ASSUMES ALL RISK ARISING FROM THE USE OF THE SOFTWARE.

Without limiting the foregoing, AskUI does not warrant the accuracy, completeness, or fitness for purpose of any Agent Output. Nothing in this Agreement excludes or limits warranties or remedies that cannot be excluded or limited under mandatory provisions of German law, including liability under the Product Liability Act (Produkthaftungsgesetz), liability for personal injury, liability arising from fraudulent concealment of a defect, and liability under any express guarantee (Garantie) given by AskUI.

9. Limitation of Liability

9.1 Unlimited Liability. AskUI shall be liable to the Licensee without limitation:

(a) for damages arising from intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of AskUI, its legal representatives, or its Erfüllungsgehilfen;
(b) for damages arising from injury to life, body, or health caused by a negligent breach of duty by AskUI, its legal representatives, or its Erfüllungsgehilfen;
(c) within the scope of any express guarantee (Garantie) given by AskUI;
(d) where AskUI has fraudulently concealed a defect; and
(e) for liability under the German Product Liability Act (Produkthaftungsgesetz).

9.2 Cardinal-Duty Liability. In all other cases, AskUI shall be liable only for damages arising from the breach of a cardinal duty (Kardinalpflicht), that is, a duty the performance of which is essential to the proper performance of this Agreement and on whose performance the Licensee is entitled to rely. Such liability shall be limited to the damage typically foreseeable at the time of conclusion of this Agreement for breaches of the type in question.

9.3 Exclusion of Indirect Damages. Subject to Section 9.1, AskUI shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or in connection with this Agreement or the use of the Software, regardless of the theory of liability.

9.4 Aggregate Cap. Subject to the unlimited heads of liability in Section 9.1, AskUI’s aggregate liability to the Licensee under this Agreement, in respect of all events occurring within any twelve-month period, shall not exceed the greater of: (i) the fees actually paid by the Licensee to AskUI for the Software in the twelve (12) months preceding the first event giving rise to such liability; or (ii) where the Licensee is using the Software under a Non-Commercial Licence or during a Trial Period for which no fees were paid, an amount equal to the typically foreseeable damage for breaches of the type in question.

9.5 Independent Bases. The limitations in this Section 9 apply to all bases of liability, whether in contract, tort, statute, or otherwise. The cap in Section 9.4 is an aggregate cap and is not multiplied by reference to multiple bases of claim.

10. Term and Termination

10.1 Term. This Agreement is effective from the date the Licensee first installs or uses the Software and continues until terminated in accordance with this Section 10.

10.2 Termination of Non-Commercial and Trial Licences. AskUI may terminate a Non-Commercial Licence or Trial Period at any time on thirty (30) days’ written notice (which may be by email or by prominent in-product notice). The Licensee may terminate at any time by uninstalling the Software and destroying all copies in its possession or control.

10.3 Termination for Breach. AskUI may terminate this Agreement with immediate effect by written notice if the Licensee materially breaches any term of this Agreement, including but not limited to engaging in unauthorised Commercial Use. The right to terminate for cause under § 314 BGB remains unaffected.

10.4 Effect of Termination. Upon termination or expiry of this Agreement, the Licensee shall immediately cease all use of the Software and shall, within thirty (30) days, uninstall and destroy all copies in its possession or control. The following provisions shall survive termination: Section 1 (Definitions), Section 2.2 (Commercial Use prohibition), Section 3 (Restrictions), Section 4 (Intellectual Property), Section 5 (Data and Privacy) to the extent applicable to post-termination data handling, Section 6 (AI Output and Autonomous Actions) in respect of liability for past conduct, Section 7 (Licensee Indemnification), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 11 (Compliance and Audit), Section 12 (Governing Law and Jurisdiction), Section 13 (Export Compliance), and Section 14 (Miscellaneous), and any other provision which by its nature is intended to survive.

11. Compliance and Audit

11.1 Verification. AskUI may, on at least thirty (30) days’ prior written notice and no more than once per twelve-month period, verify the Licensee’s compliance with this Agreement (including licence type and usage scope). Where AskUI has a reasonable, good-faith belief that the Licensee is in material breach of this Agreement, AskUI may engage an independent auditor (reasonably acceptable to the Licensee, subject to written confidentiality obligations) to conduct a verification audit. The verification shall be conducted in a manner that does not unreasonably interfere with the Licensee’s operations.

11.2 Consequences of Unauthorised Commercial Use. If a verification reveals that the Licensee has made unauthorised Commercial Use of the Software, the Licensee shall promptly pay all applicable licence fees retroactively from the date such Commercial Use commenced, calculated at AskUI’s then-standard rates. In addition, the Licensee shall pay a lump-sum damages amount (pauschalierter Schadensersatz) equal to twenty-five percent (25%) of the retroactive licence fees, as compensation for AskUI’s reasonable enforcement and administrative costs. The Licensee is permitted to prove that no damage occurred or that damage occurred in a lesser amount, in which case the lump-sum amount shall be reduced accordingly. These amounts are without prejudice to any other rights or remedies available to AskUI, including the right to claim damages in excess of the lump sum on proof of actual damage.

12. Governing Law and Jurisdiction

12.1 Governing Law. This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding conflict-of-law rules.

12.2 Jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Karlsruhe, Germany, save that AskUI may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property rights.

13. Export Compliance

The Licensee shall comply with all applicable export-control, sanctions, anti-boycott, and trade laws, including those of the European Union, the Federal Republic of Germany, the United Kingdom, and the United States. The Licensee shall not export, re-export, or make the Software available to any country, person, or end use prohibited by such laws.

The Licensee represents that it is not located in, organised under the laws of, or owned or controlled by any person on any restricted-party list maintained by the EU, the United Nations, Germany, the United Kingdom, or the U.S. Office of Foreign Assets Control (OFAC).

14. Miscellaneous

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Licensee and AskUI with respect to the non-commercial and Trial use of the Software. For Commercial Use, the applicable Commercial Licence agreement shall govern and shall prevail over this Agreement to the extent of any conflict. Any general terms and conditions of the Licensee shall not apply, even if AskUI does not expressly object to their incorporation.

14.2 Amendments. AskUI may amend this Agreement from time to time. AskUI shall notify the Licensee of any material amendment at least thirty (30) days before it takes effect, by email (to any address the Licensee has provided), by prominent in-product notice, or, where the Licensee has not provided contact details, by prominent notice on askuilabs.de. The Licensee may reject the amendment by uninstalling and ceasing all use of the Software before the amendment takes effect; continued use of the Software after the amendment takes effect constitutes acceptance of the amended terms. Non-material amendments (including corrections of typographical errors and changes that do not adversely affect the Licensee’s rights) may take effect without advance notice.

14.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely achieves its commercial purpose.

14.4 No Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.

14.5 Assignment. The Licensee may not assign or transfer this Agreement or any rights hereunder without AskUI’s prior written consent. AskUI may assign this Agreement in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets, on written notice to the Licensee. Any purported assignment in violation of this Section is void.

14.6 Notices. Operational and routine notices may be given by email or by in-product notice. Formal notices to AskUI shall be sent to legal@askuilabs.de with a copy to askui GmbH, Zimmerstraße 3, 76137 Karlsruhe, Germany.

14.7 Force Majeure. Neither party is liable for any delay or failure to perform obligations under this Agreement, other than payment obligations, to the extent caused by events beyond that party’s reasonable control. For the Software, this applies only to ongoing obligations such as activation services, hosted dependencies, support, updates, licence administration, and similar continuing performance obligations. The affected party must notify the other party without undue delay, use reasonable efforts to mitigate the effects of the event, and resume performance as soon as reasonably practicable. If a force majeure event materially prevents performance of paid support, activation, or hosted obligations for more than sixty (60) consecutive days, either party may terminate the affected ongoing obligation on written notice, and AskUI will refund prepaid fees for the unused portion of the terminated obligation.

End of Terms of Service

askui GmbH · Amtsgericht Mannheim · HRB 740125 · VAT-ID: DE342511595

Managing Directors: Jonas Menesklou, Dominik Klotz

AgentOS Terms of Service.