Actionist — Terms of Service

Effective date: 15 May 2026

Last updated: 15 May 2026

These Terms of Service (“Terms”) form a binding legal agreement between you (“you”, “your”, or “User”) and ActionModel Ltd, a business company incorporated in the British Virgin Islands (company number 2195097) (“Actionist”, “we”, “us”, or “our”), governing your access to and use of the Actionist desktop application, websites, APIs, integrations, marketplace, and all related products and services (together, the “Service”).

PLEASE READ THESE TERMS CAREFULLY. They include important provisions that limit our liability, place full responsibility for the autonomous agent and its actions on you, require disputes to be resolved by binding individual arbitration, and waive your right to participate in a class action or jury trial.

BY CREATING AN ACCOUNT, CLICKING “I AGREE” (OR SIMILAR), OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

1. Acceptance, Eligibility & Changes

1.1 Binding agreement. By creating an account or using the Service, you enter into these Terms. If you use the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, and “you” includes that organisation.

1.2 Eligibility. You must be at least 18 years old and have full legal capacity to enter into these Terms. The Service is not directed to and may not be used by anyone under 18.

1.3 Sanctions & geography. You represent that you are not located in, ordinarily resident in, or organised under the laws of any country or region subject to comprehensive sanctions or embargo, and that you are not identified on any government list of prohibited, sanctioned, or denied parties. You are responsible for compliance with all export, sanctions, and local laws applicable to your use of the Service.

1.4 Changes to the Terms; automatic application to all users. We may modify, update, or replace these Terms at any time, in our sole discretion. Any changes become effective immediately upon our posting the revised Terms (or on any later date we specify), and apply automatically to all users, including those who registered before the change, without the need for any individual notice to you and without any further acceptance, signature, agreement, or action on your part. Making the revised Terms available within or in connection with the Service constitutes sufficient notice. It is your responsibility to review the current Terms periodically; the “Last updated” date indicates when they were last changed. Your continued access to or use of the Service after the revised Terms take effect constitutes your binding acceptance of them. If you do not agree to any change, your sole and exclusive remedy is to stop using and close your account. Changes apply on a going-forward basis and do not affect the version of these Terms governing a dispute that arose before the change took effect.

2. The Service & Licence

2.1 Description. The Service provides software that enables the creation, configuration, and operation of artificial-intelligence agents capable of performing automated and autonomous actions, including controlling a computer (mouse, keyboard, and screen), executing tasks, connecting to and operating third-party services, running scheduled and unattended automations, and related functionality. The Service is provided as a tool only.

2.2 Evolving service. We may add, change, suspend, limit, or discontinue any part or feature of the Service at any time, with or without notice, and without liability to you. Features may be offered on an experimental, preview, beta, or early-access basis; such features are provided “as is”, may be incomplete or unstable, may change or be withdrawn, and should not be relied upon.

2.3 Licence. Subject to your continuous compliance with these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for its intended purpose. We reserve all rights not expressly granted.

2.4 Restrictions. You will not, and will not permit others to: (a) copy, modify, distribute, sell, lease, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive source code or underlying components, except to the extent this restriction is prohibited by law; (c) circumvent or interfere with any security, rate-limiting, or access control; (d) use the Service to build or train a competing product or service, or to benchmark for competitive purposes; (e) access the Service through automated means except via interfaces we provide; or (f) remove or obscure any proprietary notices.

2.5 Usage limits, fair use, and resource abuse. The Service consumes substantial computing, artificial-intelligence inference, and infrastructure resources each time it runs. We may, at any time and in our sole discretion, set, change, meter, or enforce usage limits, rate limits, quotas, and fair-use thresholds — including limits on the volume, frequency, concurrency, duration, or resource intensity of tasks, automations, agents, and scheduled or unattended runs — and we may queue, throttle, suspend, or restrict activity that exceeds them. You will not, and will not configure an agent to, engage in excessive, runaway, automated-looping, or otherwise abusive consumption of the Service or its resources, or any use designed or likely to impose a disproportionate or unreasonable load on our systems or on those of any third party. Any such use is a material breach of these Terms, and we may throttle, suspend, or terminate access without notice or liability. Fees and amounts attributable to resources already consumed (including through any such use) are non-refundable in accordance with Section 11.5.

3. Accounts & Security

3.1 Registration. Account creation and authentication are handled through our third-party identity provider. You must provide accurate, current, and complete information and keep it up to date.

3.2 Account security. You are responsible for all activity that occurs under your account and for maintaining the confidentiality and security of your credentials and devices. You must notify us promptly of any unauthorised access or use. We are not liable for any loss arising from unauthorised use of your account.

3.3 Your data; backups. You are solely responsible for maintaining independent backups of any data, files, configurations, or content you value. We are not a backup service and are not responsible for any loss, deletion, or corruption of data.

4. The Autonomous Agent — Your Responsibility

This Section is fundamental to these Terms. The agent acts under your authority and on your behalf. You bear full responsibility for it.

4.1 The agent is your agent. When you configure, instruct, authorise, schedule, or run an agent, the agent acts as your agent and your tool, carrying out your instructions on your authority. We do not direct, supervise, or control what your agent does.

4.2 You authorise the actions. You expressly authorise the agent to take actions on your behalf, including: controlling your computer (clicking, typing, navigating, capturing the screen); creating, modifying, moving, and deleting files and data; executing commands; sending messages and communications; and accessing and operating any third-party accounts or services you connect.

4.3 Sole responsibility for outcomes. You are solely and fully responsible for all actions taken by, and all outcomes resulting from, your agent — including, without limitation, funds transferred or spent, payments made, purchases or cancellations, messages or content sent or posted, data created, altered, disclosed, or deleted, and any effect on your systems, accounts, or third parties. This is true whether or not the action was the one you intended.

4.4 Supervision and autonomy levels. The Service offers different levels of agent autonomy and may permit unattended, scheduled, delegated, and multi-agent operation. Selecting a higher autonomy level or enabling unattended or scheduled operation is your decision and your risk. You are responsible for choosing an appropriate level of human review and oversight for your use case. We strongly recommend that you supervise and review the agent’s proposed and completed actions.

4.5 Authorisation and rights. You represent and warrant that you have the right and all necessary authorisations to connect each account, system, or service to the Service, to grant the agent access to it, and to automate it, and that doing so does not violate any law, contract, or third-party right.

5. Artificial Intelligence — No Guarantees; Mistakes Will Happen

5.1 AI is probabilistic and fallible. The Service is powered by artificial-intelligence and machine-learning systems that are inherently probabilistic and imperfect. The agent can and will make mistakes. It may produce inaccurate, incomplete, outdated, biased, or fabricated outputs (“hallucinations”); misinterpret instructions, screens, or data; and take incorrect, unexpected, or unintended actions.

5.2 No reliance; verify everything. Outputs and actions are provided for your convenience only and must not be relied upon as accurate, complete, or fit for any purpose. You must independently review and verify any output or action before relying on it or allowing it to have any effect, particularly where money, legal rights, data, communications, or other consequential matters are involved.

5.3 Not professional advice. The Service does not provide professional advice of any kind (including legal, financial, tax, accounting, medical, or other regulated advice). Nothing produced by the Service is a substitute for a qualified professional.

5.4 No high-risk use. The Service is not designed or intended for use in any situation where failure, error, or inaccuracy could lead to death, personal injury, or severe physical, environmental, or property damage (including life-support, medical, emergency, critical-infrastructure, or other safety-critical contexts). You must not use the Service for any such purpose.

5.5 Assumption of risk. You knowingly and voluntarily assume all risks arising from the use of autonomous, computer-controlling artificial-intelligence agents. To the maximum extent permitted by law, we are not responsible or liable for any act, omission, output, error, or consequence of the agent or the Service.

6. Acceptable Use

6.1 Prohibited conduct. You will not use the Service, and will not permit your agent or any third party to use the Service, to:

1. violate any applicable law, regulation, or third-party right;

2. engage in fraud, deception, money laundering, or any illegal or harmful activity;

3. send spam, bulk, or unsolicited communications, or abuse any messaging channel or gateway;

4. develop, distribute, or deploy malware or any malicious or harmful code;

5. gain or attempt to gain unauthorised access to any system, account, network, or data;

6. scrape, harvest, automate, or interact with any third-party platform in a manner that violates that platform’s terms, technical limits, or applicable law;

7. harass, threaten, defame, or harm any person, or infringe any intellectual-property, privacy, or other right;

8. circumvent, disable, or interfere with security or access controls, or impose an unreasonable load on our infrastructure;

9. generate, facilitate, or distribute content that is unlawful, harmful, exploitative, or otherwise objectionable; or

10. misrepresent your identity or authority.

6.2 Enforcement. We may investigate suspected violations and may, at our sole discretion and without notice or liability, remove content, restrict, suspend, or terminate access, or take any other action we deem appropriate. We have no obligation to monitor but reserve the right to do so.

7. Third-Party Services & Integrations

7.1 We do not control third parties. The Service can connect to and operate third-party platforms, services, models, and tools (“Third-Party Services”). We do not own, control, endorse, or assume responsibility for any Third-Party Service.

7.2 Their terms apply. Your use of any Third-Party Service is governed by that third party’s own terms and policies, and you are solely responsible for complying with them. Automating, accessing, or operating a Third-Party Service through the Service may violate that third party’s terms and may result in suspension, restriction, or termination of your accounts with that third party. That risk is yours alone.

7.3 No liability. We are not liable for any Third-Party Service, or for any act, omission, outage, change, error, data handling, fee, or loss arising from or relating to it. We merely facilitate connections that you authorise and initiate.

8. Marketplace & Creator Content

8.1 Marketplace. The Service may include a marketplace through which users can publish, share, and install agents, skills, workflows, and other content (“Marketplace Content”).

8.2 Ownership of Marketplace Content. To the maximum extent permitted by law, all intellectual-property and other rights in and to Marketplace Content are owned by Actionist. By submitting, publishing, or making available any Marketplace Content, you hereby irrevocably assign to us all right, title, and interest (including all intellectual-property rights) in and to that content, and waive all moral rights therein. To the extent any such assignment is not effective, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable and transferable licence to use, reproduce, modify, adapt, publish, distribute, display, and otherwise exploit that content for any purpose. We may use, modify, retain, remove, or discontinue any Marketplace Content at any time, in our sole discretion, without notice or liability.

8.3 Rewards. Any rewards, revenue share, or incentives we may offer to contributors are entirely discretionary, are subject to separate eligibility and program rules, may be changed, suspended, or discontinued at any time, and create no entitlement.

8.4 Contributor representations & indemnity. You represent and warrant that you have all rights necessary to submit your Marketplace Content and to grant the rights in Section 8.2, that it is not unlawful, infringing, or malicious, and that it does not violate these Terms or any third-party right. You will indemnify us in accordance with Section 13 for any breach.

8.5 Use at your own risk. Marketplace Content (including content originating from other users) is provided “as is”, is not vetted or verified by us, and may be inaccurate, harmful, or malicious. You install and use it entirely at your own risk. We have the right, but not the obligation, to review, moderate, or remove it.

9. Intellectual Property

9.1 Our IP. The Service and all related software, technology, models, the Action Tree and underlying data structures, designs, text, graphics, trademarks, logos, and other materials are owned by us or our licensors and are protected by intellectual-property laws. Except for the limited licence in Section 2.3, you receive no rights in any of the foregoing.

9.2 Your content; licence to us. As between you and us, you retain ownership of content you provide that is not Marketplace Content (“User Content”). You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable licence to host, store, reproduce, process, transmit, display, modify, adapt, translate, create derivative works from, analyse, and otherwise use your User Content and the data generated by your use of the Service, in order to provide, secure, operate, maintain, analyse, develop, and improve our products, services, and technologies, including the algorithms and models that underlie them.

We may also generate aggregated, anonymised, and de-identified data, insights, improvements, learnings, models, and know-how from User Content and from data relating to use of the Service. We own all of the foregoing. Our ownership of it, and the rights granted in this Section to the extent necessary to operate, develop, and improve our products, services, and technologies, survive the deletion of any User Content, the closure of your account, and the termination of these Terms.

9.3 Feedback. If you provide suggestions, ideas, or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use and exploit it for any purpose without obligation or attribution.

9.4 Trademarks. You may not use our names, logos, or trademarks without our prior written consent.

10. Data & Privacy

10.1 How we use data. We collect and process information relating to you and your use of the Service in order to provide, secure, maintain, operate, analyse, and improve the Service and our platform and operations, and for the other purposes described in our Privacy Policy. This may include using such information in aggregated or de-identified form.

10.2 Service providers. To operate the Service, we rely on trusted third-party service providers and infrastructure, which may process information on our behalf. By using the Service, you consent to such processing.

10.3 Your inputs. You are responsible for ensuring you have the right to provide any data, content, or material you input into or process through the Service, and for not submitting anything you are not permitted to disclose or process. For business use, you act as the controller of any personal data you process through the Service and warrant that you have all necessary rights, consents, and lawful bases.

10.4 Improvement preferences. If you would prefer that certain information not be used to help improve the platform, you may contact us at privacy@actionist.ai, and we will honour such requests to the extent reasonably practicable and as required by applicable law.

10.5 Security. We use reasonable measures designed to protect information, but no system is fully secure. We do not guarantee that the Service or any data will be free from unauthorised access, loss, or alteration, and you accept that risk.

10.6 Aggregated and derived data. As described in Section 9.2, we may create, own, and use aggregated, anonymised, and de-identified data and insights for any lawful purpose, including to operate, analyse, develop, and improve our products, services, and technologies.

10.7 Privacy Policy. Our collection and use of personal data is further described in our Privacy Policy, which is incorporated into these Terms by reference.

11. Fees, Subscriptions & No Refunds

11.1 Fees. Certain features require payment of fees. You agree to pay all applicable fees and authorise us (and our payment processors) to charge your designated payment method.

11.2 Subscriptions & auto-renewal. Subscriptions renew automatically for successive periods at the then-current price until cancelled. You may cancel at any time, effective at the end of the current billing period; cancellation does not entitle you to any refund or credit for the current or any prior period.

11.3 Price changes. We may change our fees and introduce new charges at any time. Price changes apply from your next billing period following notice.

11.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and similar charges, other than taxes on our net income.

11.5 No refunds. All fees are non-refundable and all sales are final. The Service relies on substantial and continuous expenditure on artificial-intelligence inference, data processing, and server and infrastructure costs, which are incurred and consumed in real time and cannot be recovered by us once incurred. Accordingly, we do not provide refunds, credits, or pro-rated amounts for any reason — including partial use, unused periods, dissatisfaction, downgrade, or suspension or termination — except to the extent a non-waivable provision of applicable law strictly requires otherwise.

11.6 Non-payment. If a payment fails or is overdue, we may suspend or terminate your access and pursue amounts owed. You are responsible for any costs of collection.

11.7 Chargebacks. Initiating an improper chargeback or payment dispute is a breach of these Terms and may result in suspension or termination.

12. Disclaimers & Limitation of Liability

12.1 “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT IT WILL MEET YOUR REQUIREMENTS. WE DO NOT WARRANT ANY OUTPUT OR ACTION OF THE AGENT. WE PROVIDE NO SERVICE-LEVEL OR UPTIME COMMITMENT UNLESS SEPARATELY AGREED IN A SIGNED WRITING.

12.2 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE (AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, OR FOR ANY DAMAGES ARISING FROM OR RELATING TO: (a) THE ACTS, OMISSIONS, OUTPUTS, OR ERRORS OF ANY AGENT; (b) ANY THIRD-PARTY SERVICE OR MARKETPLACE CONTENT; (c) ANY UNAUTHORISED ACCESS, LOSS, OR ALTERATION OF DATA; OR (d) YOUR USE OF, OR INABILITY TO USE, THE SERVICE — WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE LESSER OF (a) THE TOTAL FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (b) ONE HUNDRED UNITED STATES DOLLARS (US$100).

12.4 Allocation of risk. The disclaimers and limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between you and us. They apply even if a limited remedy fails of its essential purpose.

12.5 Time limit. Any claim arising out of or relating to the Service or these Terms must be brought within one (1) year after the claim arose; otherwise it is permanently barred, to the extent permitted by law.

12.6 Mandatory rights preserved. Nothing in these Terms excludes or limits any liability or right that cannot be excluded or limited under applicable law (which may include, depending on your jurisdiction, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or certain non-waivable consumer rights). Where the law of your jurisdiction does not allow some of the above exclusions or limitations, they apply only to the fullest extent permitted, and our liability is limited to the smallest amount permitted by law.

13. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Actionist and its affiliates, officers, directors, employees, and agents from and against all claims, demands, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) any action taken by your agent; (c) your User Content or Marketplace Content; (d) any account, system, or Third-Party Service you connect; (e) your violation of these Terms or any law; or (f) your infringement or violation of any third-party right. We may assume the exclusive defence and control of any matter subject to indemnification, in which case you will cooperate with us.

14. Suspension & Termination

14.1 By us. We may suspend, restrict, or terminate your access to all or part of the Service at any time, for any or no reason, with or without notice, and without liability to you.

14.2 By you. You may stop using the Service and close your account at any time. Termination does not entitle you to any refund (see Section 11.5).

14.3 Effect. Upon termination, your licence ends and you must stop using the Service. We may delete your data and content following termination. Sections that by their nature should survive (including Sections 4, 5, 8, 9, 11.5, 12, 13, 15, and 16) survive termination.

15. Dispute Resolution — Binding Arbitration & Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A CLAIM IN COURT OR BEFORE A JURY.

15.1 Informal resolution first. Before commencing arbitration, you agree to contact us at privacy@actionist.ai and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

15.2 Binding arbitration. Any dispute, controversy, or claim arising out of or relating to the Service or these Terms, including their existence, validity, interpretation, breach, or termination, that is not resolved informally will be finally and exclusively resolved by binding arbitration under the UNCITRAL Arbitration Rules then in force, which rules are deemed incorporated by reference. The arbitration will be conducted on an ad hoc basis (without an administering institution). The seat (legal place) of arbitration will be the British Virgin Islands; the language will be English; and the tribunal will consist of one (1) arbitrator. If the parties cannot agree on the arbitrator, the appointing authority will be the Secretary-General of the Permanent Court of Arbitration.

15.3 Class-action waiver. All claims must be brought solely in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative or class proceeding. You and we each waive any right to a jury trial.

15.4 Carve-outs. Notwithstanding the above, either party may (a) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property or confidential information, and (b) bring an individual claim in a qualifying small-claims forum if eligible.

15.5 Confidentiality. The arbitration, including its existence, the proceedings, and any award, will be kept confidential to the extent permitted by law.

16. Governing Law & General

16.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles.

16.2 Assignment & migration by us. We may, at any time, in our sole discretion and without notice to you, without your consent, and without any requirement for any further act or signature from you, assign, novate, transfer, delegate, or otherwise dispose of any or all of our rights and obligations under these Terms, and transfer, migrate, or assign your account, User Content, and associated data, to any affiliate, successor, acquirer, or other entity (including an entity organised in a different jurisdiction). You hereby give your irrevocable advance consent to any such assignment, novation, transfer, or migration, and agree that it is effective without further action on your part. Following any such transfer, references to “Actionist” will be read as references to the transferee, and the transferee may exercise all of our rights and benefits under these Terms.

16.3 Assignment by you. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent, and any attempted assignment in violation of this Section is void.

16.4 Entire agreement. These Terms (together with any policies incorporated by reference, including the Privacy Policy) constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

16.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in full force.

16.6 No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

16.7 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.

16.8 No third-party beneficiaries. Except as expressly stated, these Terms create no third-party beneficiary rights.

16.9 Relationship. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and us.

16.10 Notices. We may provide notices to you via the Service, the email associated with your account, or by posting. You may contact us at privacy@actionist.ai.

16.11 Language. These Terms are drafted in English. Any translation is provided for convenience only; in the event of any conflict, the English version controls.

© 2026 ActionModel Ltd. All rights reserved. This is a draft for internal review and is not legal advice.