General Terms and Conditions

1.1 These general terms and conditions ("GTC") govern the provision of and access to the software as further specified in these GTC and as available at https://cloud.mobilerun.ai/ provided by DroidRun GmbH, Rheinstrasse 82, 49090 Osnabrück, Germany ("DroidRun").

1.2 DroidRun offers a hosted mobile cloud platform to grant AI native control of mobile devices to automate workflows, scrape data, and run QA ("Service").

1.3 The Service is directed exclusively at business customers (Unternehmer) within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB) ("Customer", and together with DroidRun the "Parties"). DroidRun may require the Customer to provide sufficient proof of its status as a business customer prior to conclusion of the contract.

1.4 The Service shall be governed by the following documents, whereby the higher-ranking document and, in the case of documents of equal ranking, the more recent document shall be decisive: (i) any individual agreements between the Parties, where applicable, (ii) these GTC, (iii) the Acceptable Use Policy ("AUP"), (iv) the Data Processing Agreement.

1.5 Conflicting or additional contractual conditions of the Customer shall only apply if DroidRun expressly confirms them in writing.

2.1 To subscribe to the Services, the Customer first has to set up a user account as described in Section 3 below ("DroidRun Account"). The contract regarding the use of the Service and access to the platform is concluded with the completion of the sign-up process with the inclusion of these GTC.

2.2 For the subscription to the Services including these GTC (i) the Customer orders the subscription by selecting the desired subscription plan and (ii) DroidRun accepts the Customer's order within five (5) business days by email ("Subscription Confirmation"). The DroidRun website and the order process are exclusively provided in English. If DroidRun does not accept the Customer's order within the specified acceptance period, no subscription is concluded.

2.3 As soon as DroidRun receives the order from the Customer pursuant to Section 2.2, the Customer will receive an email confirming receipt of the order and listing its details ("Order Confirmation"). Sending the Order Confirmation does not constitute the acceptance of the subscription order. DroidRun may choose to send a Subscription Confirmation instead of an Order Confirmation immediately upon receipt of the Customer's order.

2.4 Before the Customer can submit the order for the subscription, a summary of the Services and subscription plan is provided. To avoid input errors, the Customer has the opportunity to edit, delete, or adjust the previously selected Services and provided data via predefined buttons or cancel the order altogether by logging out of their DroidRun Account.

2.5 A copy of the contract documents will not be stored separately by DroidRun. The Customer has the option to access the current version of the GTC valid at the time of the contract conclusion at https://cloud.mobilerun.ai/ and save them in a reproducible format.

3.1 In order to use the Services, the registration and setting up of a DroidRun Account is required. By registering or using a DroidRun Account, the Customer agrees and represents that they created the DroidRun Account in their own name, and they will use their DroidRun Account only for themselves. Each Customer shall register only one DroidRun Account. A DroidRun Account is not transferable.

3.2 If and to the extent DroidRun stores Customer's data, DroidRun disclaims any liability for the storage, accessibility, or integrity of such data.

3.3 The Customer is obliged (i) to provide complete and correct information about their person or entity at the time of registration and (ii) in case of respective changes to correct without undue delay this information insofar such information is mandatory for the performance of the Services.

3.4 If DroidRun receives a notice or otherwise has reason to believe that the information or documents provided by the Customer are wholly or partially incorrect, incomplete or not up to date, DroidRun is entitled to request the Customer to remedy the situation immediately. If the Customer fails to correct or complete the information or document within the set deadline, DroidRun is entitled to restrict access to the Services and block the Customer until the Customer has fully complied with the request.

3.5 The Customer must keep their log-in information secret and carefully secure access to their DroidRun Account. The Customer shall take reasonable precautions to prevent unauthorized access to the DroidRun Account, and to protect the Services from unauthorized use. The Customer is obliged to inform DroidRun immediately if there are indications that a DroidRun Account has been misused by a third party. The Customer's liability for any activity of or interaction with a corrupted account is subject to statutory rules.

4.1 DroidRun grants the Customer during the Contract Term (as defined below in Section 14.1) the non-exclusive, non-transferable and non-sublicensable right to access and use the Services as provided e.g. webapp, API, and/or Portal App. DroidRun provides the Services "as is" with the functionality, scope and performance and in a condition suitable for the contractual use. DroidRun disclaims any liability for the availability, accuracy, or correctness of the use of the Services and Service Results (as defined below in Section 8) and does not warrant the integration in the Customer's IT systems or compatibility with any Customer hardware or software.

4.2 DroidRun shall use reasonable efforts to ensure the availability of the Services. DroidRun does not warrant for temporary unavailability due to scheduled or unscheduled maintenance work or for reasons beyond DroidRun's control (e.g. force majeure, power failures, outages of public telecommunications networks). Availability calculations, if any, shall exclude downtime caused by Third-Party Apps, Third-Party Services, third-party infrastructure, or proxies as described in Section 5. The requirements of Section 12 shall remain unaffected. DroidRun shall use reasonable efforts to announce interruptions of the Services in advance

4.3 The functionality, scope and performance of the Services may change during the Contract Term (as defined below in Section 14.1). DroidRun reserves the right to add, remove, change or substitute elements of the Services as deemed necessary at any time, in particular for the purpose of increasing efficiency, improvements, additional features, and/or safety or due to changes in the legal situation, technical developments or for reasons of IT security, or cease providing the Services altogether.

4.4 DroidRun may establish and enforce limitations on the Customer's use of the Services, including limitations on the number of requests made and the frequency of access. The Customer agrees to comply with all applicable usage limits and shall not attempt to circumvent or bypass such restrictions, whether technical or contractual in nature. If the Customer seeks to use the Services in excess of applicable limits, prior consent must be obtained from DroidRun. Approval may be withheld or conditioned upon acceptance of additional terms and/or payment of applicable fees.

4.5 The Customer's access to and use of the Services must at all times be in accordance with applicable laws and regulations. The Customer is solely responsible for knowing and complying with the applicable laws and regulations, in particular export control regulations. Further permitted conditions of use and scope of use of the Services are set out in the AUP available under Acceptable Use Policy. The Customer acknowledges that the provisions set out in the AUP shall be deemed material obligations under this Contract. Material and/or repeated violations will result in the blocking of the relevant tasks or access to the Services in accordance with Section 11 of these GTC.

5.1 If the Service allows the Customer to install, integrate, access, or connect to third-party apps and/or services ("Third-Party Apps", "Third-Party Services"), DroidRun disclaims any liability for the accessibility, availability, reliability, and accuracy of these apps or services and the compatibility of the Services therewith.

5.2 The use of Third-Party Apps and Services is not covered by these GTC and additional terms and conditions of that third-party provider might apply. The Customer must ensure and bears sole responsibility not to violate any license terms or other terms of use, e.g., a prohibition of automated use of Third-Party Apps. If the Customer downloads, installs or automates Third-Party Apps and/or interacts or integrates Third-Party Services, e.g. language models, LLMs, OCR services, or API gateways, the Customer must comply with any applicable terms of services, acceptable use policies, and applicable contractual or technical limitations.

5.3 Third-Party Services may include network proxies or APIs to integrated BYO-proxies. The use of such proxies may be governed by additional terms of use and/or acceptable use policies. Any use of proxies to circumvent technical protection measures (including geo-blocking/rate limiting/captcha), for unauthorized scraping, or for illegal/contract-violating purposes is prohibited. DroidRun may throttle or block proxies, e.g. for abuse prevention or due to provider requirements.

5.4 The Customer must ensure the compliance of its use of the Third-Party Apps and Services with any applicable laws, in particular with regard to export or data protection regulations.

6.1 By accessing or using the Services, the Customer does not acquire ownership of any rights in the Services, documentation, and/or any related intellectual property other than stated in these GTC. DroidRun retains all right, title, and interest in and to its Services, platform, models, training methods, parameter weights, prompts, knowledge graphs, algorithms, inference engines, workflows, datasets, and all improvements thereto, irrespective of whether such improvements arise during Services performed for the Customer.

6.2 Unless otherwise agreed, DroidRun will not deliver any source code, model weights, algorithms, scripts, proprietary configurations, or other internal software materials to Customer.

6.3 The Customer shall not remove, obscure, or alter any copyright notices, proprietary markings, or confidentiality notices contained in or associated with the Services. Customer shall not, and shall not permit any third party to, access, reverse engineer, decompile, disassemble, or otherwise attempt to derive the internal logic, algorithms, model weights, knowledge graph structures, or architectural design of the Services or DroidRun's platform.

6.4 Certain components, libraries, or packages used by or included in the Services may be licensed under open-source software licenses. To the extent that any such license expressly supersedes these Terms, the Customer's use, reproduction, or distribution of the respective open-source component is governed by the terms of that open-source license and not this section or these GTC.

7.1 The Customer retains all rights to any content, prompts, workflows, upload-APKs, or other material ("Customer Content") uploaded and processed by the Services.

7.2 DroidRun will store any app credentials provided by the Customer to log in Third-Party Apps or Services and share these credentials only upon request of the Customer and to the extent necessary.

7.3 The Customer grants DroidRun the non-exclusive, worldwide, sublicensable right to use Customer Content for the performance of DroidRun's obligations under these GTC and, in particular, to host, reproduce, distribute, make publicly available, modify, amend, alter and combine with other content.

7.4 DroidRun can use Customer Content and other Customer data, e.g. trajectories, prompts, runtimes, API calls, failure messages, resource consumption, in an aggregated and anonymized form for the improvement of the Services, including but not limited to its machine learning algorithms, artificial intelligence systems and/or foundation models.

7.5 The Customer confirms that he owns or holds sufficient rights in Customer Content to use with the Services. The Customer is fully responsible for all Customer Content uploaded to the Services, in particular they ensures that Customer Content is fit for DroidRun' use in accordance with these GTC (including any necessary licenses pursuant to Section 7.3) and does not violate any applicable law or other rights of third parties, in particular copyright, trade secrets, or rights under the GDPR.

8.1 The Services may be used to generate certain analyses, content, documents, reports, or other results ("Service Results") based on Customer Content.

8.2 The Customer may freely use the Service Results. DroidRun provides the Service Results "as is". The Customer is responsible for reviewing any Service Results before use. DroidRun does not warrant the accuracy, correctness, completeness, usability, or fitness for a certain purpose of the Service Results and does not assume any liability for Customer's use of Service Results. In particular, DroidRun disclaims all warranty if the Customer modifies, adapts or combines Service Results with third-party material or products.

8.3 DroidRun may use the Service Results to develop, test and improve the Services, including but not limited to the underlying machine learning algorithms, artificial intelligence systems and/or foundation models.

9.1 The Customer shall create their own backup copies of Customer data in case of loss of data.

9.2 The Customer shall inform DroidRun without undue delay as soon as they become aware of the infringement of an intellectual property right or copyright in the Services.

9.3 The Customer shall ensure that all of its employees authorized to use the Services have (i) received sufficient training on the safe use of the Services, (ii) exercise the necessary care when using it, and (iii) are compliant with these GTC including the AUP.

10.1 The prices for the provision of the Services, token credits or fee agreeements ("Service Fee") will be published on DroidRun's website and are agreed between DroidRun and the Customer upon subscription to the Services. Unless otherwise agreed, all prices are stated in Euro (EUR) and are exclusive of statutory value added tax (VAT), which shall be added to the invoice at the applicable rate.

10.2 Invoices shall be issued by DroidRun in electronic form and provided for download by the Customer. The Customer shall pay all invoiced amounts within fourteen (14) calendar days from the date of invoice without deduction or set-off, unless otherwise agreed in writing by the payment methods determined on the DroidRun website.

10.3 In the event of default in payment, DroidRun shall be entitled to charge default interest at the statutory rate pursuant to section 288 German Civil Code. DroidRun reserves the right to suspend or terminate the provision of the Services in case of payment default exceeding thirty (30) calendar days.

11.1 DroidRun is entitled to block access to the Services temporarily or permanently if there are reliable indications that the Customer or, where applicable, one of its employees is violating or has violated material obligations under this GTC, including the AUP, and/or applicable intellectual property, data protection of other statutory laws or if DroidRun has another justified interest in the blocking, such as IT-security concerns.

11.2 When deciding on a blocking, DroidRun shall give due consideration to the legitimate interests of the Customer. DroidRun shall inform the Customer of the blocking within a reasonable timeframe before the blocking comes into effect, provided that the information does not conflict with the purpose of the blocking. The blocking shall continue until the contractual or legal violation has been remedied in an appropriate manner.

12.1 DroidRun shall be liable without limitation for damage caused intentionally or by gross negligence.

12.2 In the event of a negligent breach of a contractual obligation, the breach of which jeopardizes the achievement of the purpose of the agreement or the fulfilment of which is essential for the proper performance of the agreement and on the observance of which the Customer may therefore rely (so-called cardinal obligation), the liability of DroidRun shall be limited to the damage foreseeable at the time of conclusion of the agreement and typical for the agreement. The Parties agree that the foreseeable damage typical for the agreement in the event of a breach of a cardinal obligation (i) shall not exceed the amount of 1/4 of the annually agreed Service Fee per claim and (ii) shall not exceed the amount of the total amount of the annually agreed Service Fee for the total number of claims to be expected within one year. DroidRun shall not be liable for negligent breach of a contractual obligation which is not a cardinal obligation.

12.3 The above exclusions of liability in this Section 12 shall not affect the liability of DroidRun for a quality guarantee assumed, for fraudulent intent, for damages resulting from injury to life, body and health, for product defects in accordance with the German Product Liability Act and for liability under the GDPR. This does not imply a change in the burden of proof to the detriment of the Customer.

12.4 Insofar as liability under this Section 12 is excluded or limited, this shall also apply to the personal liability of the employees, staff, organs, representatives, and vicarious agents of DroidRun.

12.5 If the Customer suffers damage due to the loss of data, DroidRun shall not be liable for this if this damage could have been prevented by regular and complete backup of all relevant data could have been avoided.

12.6 In particular in the event of disruptions to the technical infrastructure or the Internet connection, DroidRun is released from its obligation to perform. This also applies if DroidRun is prevented from providing the Services due to force majeure or other circumstances which DroidRun is unable or cannot reasonably be expected to eliminate.

12.7 DroidRun shall not be liable for any failure or delay in performing its obligations under this Contract if such failure or delay is due to an external event that is caused by elementary natural forces or acts of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically reasonable means even by exercising the utmost care reasonably to be expected under the circumstances, and which DroidRun may not have to accept due to its frequency, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor strikes, fire, flood, or pandemic("Force Majeure Event"). During the continuance of a Force Majeure Event, the obligations of DroidRun shall be suspended to the extent that they are affected by the event, and DroidRun party shall not be deemed to be in breach of this Contract. DroidRun shall resume the performance of its obligations as soon as reasonably practicable after the Force Majeure Event has ended.

14.1 If not agreed otherwise, the contract to use the Services ends with the end of the current subscription ("Contract Term").

14.2 The Contract Term may vary depending on the subscription plan and will be indicated before the Customer orders a specific plan.

14.3 The right of both Parties to terminate the contract for cause remains unaffected. DroidRun may, in particular, terminate the contract for cause if:

• – in the case of monthly payment periods, the Customer is in arrears with the payment of the Service Fees or a not insignificant part of the Service Fees for two consecutive dates and a grace period of 14 days set for the Customer has expired unsuccessfully.
• – the Customer does not immediately cease a breach of essential contractual obligations (in particular, the AUP) despite a warning from DroidRun and the rights of DroidRun are thereby violated to a considerable extent. A warning is dispensable if it obviously does not have prospect for success or if there are special circumstances which justify immediate termination after weighing the interests of both parties.

14.4 Upon termination of the contract, DroidRun shall provide the Customer with the possibility to download Customer Content from the DroidRun platform in a commonly used, machine-readable format for a period of 30 (thirty) days following the effective date of termination. Following the expiry of this period, DroidRun shall have no obligation to retain, provide access to, or return any Customer Content, and may delete such in accordance with its data retention policies and applicable law.

15.1 The provision of the Services may be subject to change during the Contract Term, provided that the amendment is reasonable for the Customer, i.e. without significant legal or economic disadvantages, taking into account the interests of the Customer and that there is a valid reason for the amendment. Such a reason exists, in particular, in cases of new technical developments or changes in the regulatory environment.

15.2 Regarding any other changes to this Contract or the provision of the Services, DroidRun shall inform the Customer of any such changes, including features or limits, at least 30 calendar days before the planned entry into force of the changes. The Customer may object to the changes within 30 calendar days from receipt of the notification. If no objection is made and the Customer continues to use the Services after expiry of the objection period, the changes shall be deemed to have been effectively agreed for all Services to be provided from the end of the objection period. In the notification, DroidRun will inform the Customer of all relevant changes to the Contract, the objection period and the legal consequences of the expiry of the objection period without exercise of the right of objection. If the Customer objects to the changes, DroidRun may terminate the Contract pursuant to Section 14.

16.1 The Parties shall comply with the relevant statutory provisions on the protection of personal data, in particular the GDPR and the Federal Data Protection Act (Bundesdatenschutzgesetz).

16.2 The Customer shall disclose to DroidRun all relevant facts of which DroidRun requires knowledge for reasons of data protection.

16.3 If DroidRun processes personal data on behalf of the Customer as the controller (processing on behalf pursuant to Art. 28 GDPR) and the controller is located inside the EEA, the Parties shall conclude the Data Processing Agreement under Data Processing Agreement.

16.4 If DroidRun processes personal data on behalf of the Customer as the controller (processing on behalf pursuant to Art. 28 GDPR) and the controller is located outside the EEA, the Parties shall conclude the Data Processing Addendum under Data Processing Addendum.

17.1 Should individual provisions of the GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced first and foremost by provisions that most closely correspond to the invalid provisions in a legally effective manner. The same applies to any loopholes.

17.2 The law of the Federal Republic of Germany shall apply with the exception of its provisions on the choice of law which would lead to the application of another legal system. The validity of the CISG ("UN Sales Convention") is excluded.

17.3 For Customers who are merchants (Kaufleute) within the meaning of the German Commercial Code (Handelsgesetzbuch), a special fund (Sondervermögen) under public law or a legal entity under public law, Berlin, Germany, shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.