Terms of Service

Welcome to HumanikOS. These Terms of Service ("Terms") govern your access to and use of the HumanikOS platform, website, APIs, and all related services (collectively, the "Service") operated by Humanik Technologies Inc. ("HumanikOS," "we," "us," or "our").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1. Acceptance of Terms

By accessing or using HumanikOS, you confirm that you are at least 18 years of age (or the age of majority in your jurisdiction) and that you agree to these Terms, our Privacy Policy, and our Acceptable Use Policy, which are incorporated by reference.

If you do not agree to these Terms, you may not use the Service. We may update these Terms from time to time. We will notify you of material changes at least 30 days in advance via email or a notice within the platform. Your continued use of the Service after the effective date of revised Terms constitutes acceptance.

2. Service Description

HumanikOS is an AI agent orchestration platform that provides:

• AI workspace management with isolated compute environments (Offices)
• AI agent deployment, configuration, and lifecycle management
• Built-in data infrastructure including databases, object storage, and ingestion pipelines
• Communication features including group chats, Telegram bridge, and voice interaction
• Scheduling and workflow automation
• Identity and access management with roles, policies, and service accounts
• Bring-your-own-key (BYOK) and platform credit billing models

We reserve the right to modify, update, or discontinue features of the Service with reasonable notice. We will provide at least 30 days' notice before discontinuing any core feature.

3. Accounts & Access

You are responsible for maintaining the confidentiality and security of your account credentials. You must not share your credentials with any third party. You must notify us immediately at info@humanik.io if you become aware of any unauthorized access to your account.

You are responsible for all activity that occurs under your account. We may suspend or terminate accounts that violate these Terms or the Acceptable Use Policy, with notice where reasonably possible.

4. User Obligations

When using the Service, you agree to:

• Comply with all applicable laws and regulations
• Comply with our Acceptable Use Policy
• Provide accurate and complete account information
• Maintain the security of your API keys and credentials
• Not attempt to reverse-engineer, decompile, or extract the source code of the platform
• Not circumvent security measures, rate limits, or access controls
• Not resell or redistribute the Service without a written agreement
• Not use the Service in any way that could harm, disable, or impair it

5. Intellectual Property

Our Intellectual Property

The HumanikOS platform, software, design, branding, documentation, and all related materials are our property or the property of our licensors. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. No rights are granted beyond what is necessary for your authorized use.

Your Intellectual Property

You retain all rights, title, and interest in your data, including databases, files, code, configurations, and all other content you create or upload through the Service ("Customer Data"). We claim no ownership over Customer Data.

Licence to Customer Data

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, and process Customer Data in order to provide, secure, and support the Service, and for the limited further purposes set out in Section 9, subject to the controls described there. This licence exists so that the Service can function. It grants no right to use Customer Data for any purpose not stated in these Terms.

The licence ends when the Customer Data is deleted, with one exception. De-identified material that has already been incorporated into a template, a model, or a licensed dataset cannot be withdrawn, because no individual customer's contribution is recoverable from it once incorporated.

AI-Generated Content

Content generated by AI agents operating within your workspaces is treated as your property. However, we make no representations or warranties regarding the originality, accuracy, or non-infringement of AI-generated outputs. You are responsible for reviewing and validating all AI-generated content before use. AI outputs may not be unique — similar inputs may produce similar outputs for different users.

Open-Source Components

Certain components of the platform (including OpenClaw) are made available under open-source licenses. The terms of those licenses govern those specific components and take precedence where applicable. Proprietary platform features are not open source.

6. Billing & Payment

Credits Model

Credits are purchased in advance and applied against AI model usage (token-based) and compute time. A 5% platform fee applies to all credit purchases. Credits are non-transferable between tenants. Usage is tracked in real-time via the billing ledger. Auto-reload is available at thresholds you configure.

Bring Your Own Key (BYOK)

If you provide your own API keys (Anthropic or OpenRouter), you are billed directly by your provider for AI model usage. We charge only for compute infrastructure. We are not liable for billing disputes between you and your provider.

Compute Charges

Office VMs are charged based on machine tier and active uptime. When an office is idle or stopped (scale-to-zero), no compute charges accrue. Charges begin on office boot and end on office stop. Current pricing is published on our website and may be updated with 30 days' notice.

Refunds

Except as expressly provided in these Terms or where required by applicable law, all payments are non-refundable. All credit purchases are non-refundable. Credits expire one year from the purchase date, and this expiration date cannot be extended.

If you cancel your account, you will not receive a refund for any credits or fees already paid, but your access to the Service will continue through the end of any period for which you have already paid.

If we terminate your access to the Service due to a violation of these Terms or the Acceptable Use Policy, you will not be entitled to any refund. If we terminate your access for any other reason, we will refund you, on a pro rata basis, the fees you paid for the remaining unused credits or subscription period after termination.

If you believe you are entitled to a refund, you may contact us at info@humanik.io. All refund requests are reviewed on a case-by-case basis at our discretion.

Payment Terms

Payments are processed via Stripe in USD. Failed payments are subject to a 7-day grace period, after which the Service may be suspended until payment is resolved. Billing disputes must be raised within 60 days of the charge by contacting info@humanik.io.

7. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. Scheduled maintenance will be communicated at least 24 hours in advance. Emergency maintenance may occur without prior notice, with a post-incident report provided within 48 hours.

Uptime commitments, if applicable, are defined in a separate Service Level Agreement. Events beyond our reasonable control (force majeure), including natural disasters, government actions, internet disruptions, and third-party service outages, are excluded from availability commitments.

8. Data & Privacy

Our collection and use of personal data is governed by our Privacy Policy. For enterprise customers, data processing terms are defined in our Data Processing Agreement (DPA), available upon request.

You are responsible for ensuring that the data you upload, process, or store through the Service complies with all applicable laws, including data protection regulations in your jurisdiction. We will cooperate with lawful data subject access and deletion requests in accordance with our Privacy Policy.

Section 9 sets out the three uses of operational data that we make beyond delivering the Service, and the control you hold over each one. Where a signed agreement or Data Processing Agreement between us says otherwise, that agreement governs.

9. AI-Specific Terms

No Model Training on Your Content

We do not use the contents of your files, records, tables, emails, calls, chats, or browser sessions, or the text of your prompts as you wrote them, to train or fine-tune any AI model, and we do not permit any third party to do so. That is not something you can waive or opt into.

Three narrower uses of operational data are permitted, each with its own control, and each described in full in Sections 4.1 to 4.6 of the Privacy Policy. They are summarised below.

Shared Templates and Baseline Configurations

We build template workspaces, template offices, baseline AI employees, and industry-specific configurations, so that new customers start from something that already works. To do that, we analyse operational data across the platform in aggregate and in de-identified form: which integrations are connected and in what combinations, how workspaces and offices are structured, which skills and protocols are used, categories of task attempted, rates of success and failure, and the industry a workspace operates in.

This is not model training and it is not a licence to your content. No model weights are changed. We do not use the contents of your files, records, tables, emails, calls, chats, or browser sessions, your credentials, personal data about you or your own customers, or anything processed on hardware you own.

A pattern may only enter a shared template once it has been observed across multiple unrelated customer workspaces. Anything specific to a single customer is not a pattern and is never included. A method used only by your business remains yours. Templates carry no attribution and are not shared with any third party for that party's own purposes.

Opting out. You may exclude your organization at any time using the Data Controls in your workspace settings. We will action the request within 30 days. Opting out does not affect your pricing, access, or any feature of the Service. Where a signed agreement between us says otherwise, that agreement governs and this subsection does not apply.

Execution Data and Model Improvement

When an AI employee carries out a task, the platform records how the task was done. This record is called execution data. It holds the shape of the work rather than the content of it: which tool was called and in what order, what branched, what failed, what was retried, how the agent recovered, where a person approved or corrected the work, and how long each step ran.

Values are removed at the point of capture. Where a step handled a name, an email address, a record identifier, an amount, or any other value, the record holds a marker showing that a value of that kind was present. The value itself is never written into the record.

We use execution data to improve the models, agents, and systems that run the Service, including training and fine-tuning our own models on it. Because execution data contains no customer content and no personal data, this is not training on your content and does not conflict with the commitment above. This use is on by default and you may switch it off at any time using the Data Controls in your workspace settings, at no cost and with no change to the Service.

Dataset Licensing

We may package execution data into datasets and license those datasets to third parties, including developers of AI models, in exchange for payment.

This is off unless you turn it on. It does not happen for your organization unless an owner of your account enables it. If you enable it, you receive a credit or discount against your platform fees, set out at the point you enable it, and you may disable it at any time. Leaving it off costs you nothing and changes nothing about the Service.

A licensed dataset is subject to every limit that applies to execution data. It carries no customer content, no personal data, and no attribution to any customer. A sequence of steps may only enter a licensed dataset once the same sequence has been observed across multiple unrelated customer workspaces, so a way of working unique to your business is never included. Every recipient is bound by written contract not to attempt to identify any person or business from the dataset and not to combine it with other information for that purpose. Where a signed agreement between us says otherwise, that agreement governs and this subsection does not apply.

AI Limitations

AI agents may produce inaccurate, incomplete, or inappropriate outputs. You are responsible for reviewing and validating all AI-generated content. We do not guarantee the accuracy, reliability, or fitness of AI-generated outputs for any particular purpose.

AI Agent Actions

AI agents on the platform execute real code in real environments with access to real data and services. The consequences of instructions you give to AI agents are your responsibility. We implement safety measures including prompt injection protection, tool sandboxing, and tenant isolation, but these reduce rather than eliminate risk.

Human Oversight

The platform is designed for human-in-the-loop workflows. AI agents can be reviewed, paused, or overridden at any time. You should not rely solely on AI agents for critical decisions or high-stakes operations without human review.

10. Third-Party Integrations

The Service supports integrations with third-party platforms including Telegram, external APIs, and other services. These integrations are provided for your convenience and are enabled at your discretion.

We are not responsible for the availability, performance, security, or terms of third-party services. You must comply with the terms of service of any third-party platforms you connect through HumanikOS. We are not liable for any loss or damage arising from your use of third-party integrations.

11. Limitation of Liability

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE MAKE NO WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF AI-GENERATED OUTPUTS.

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF REPLACEMENT SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless HumanikOS and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your violation of these Terms or applicable law
• Your breach of the Acceptable Use Policy
• Claims arising from your Customer Data or content
• Claims from third parties related to your use of integrations

We will indemnify you against claims that the platform itself (excluding Customer Data and third-party integrations) infringes a third party's intellectual property rights, subject to prompt notification, reasonable cooperation, and our sole control of the defense.

13. Termination

You may terminate your account at any time by contacting us or using the account deletion feature in the platform. We may terminate your account with 30 days' written notice for convenience, or immediately for material breach of these Terms, violation of the Acceptable Use Policy, or illegal activity.

Upon termination, you will have 30 days to export your Customer Data. After the export period, we will delete your data in accordance with our Data Retention Policy. The following sections survive termination: Intellectual Property, Limitation of Liability, Indemnification, and Dispute Resolution.

14. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

Before initiating formal proceedings, both parties agree to attempt resolution through good-faith negotiation for a period of 30 days. If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Either party may bring claims in small claims court if the claim qualifies. Both parties agree to resolve disputes individually and waive any right to participate in class actions or class-wide arbitration. Both parties waive the right to a jury trial.

15. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable DPA or SLA, constitute the entire agreement between you and HumanikOS regarding the Service.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

No Waiver. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment. You may not assign your rights under these Terms without our prior written consent. We may assign our rights in connection with a merger, acquisition, or sale of assets, with notice to you.

Notices. We will send notices to the email address associated with your account. Notices to us should be sent to info@humanik.io.

Updates. We may update these Terms from time to time. We will provide at least 30 days' notice of material changes. Your continued use of the Service after the updated Terms take effect constitutes your acceptance of the changes.