These terms govern your use of Codewhale, a Shannon Labs product provided by Shannon Labs, Inc., a Delaware corporation (“we” or “us”). By creating an account or using the service, you agree to them. You can reach us at help@codewhale.net.
Your account
You are responsible for your account, connected providers, repositories, runners, and credentials. Keep access methods secure and provide accurate information. Do not share authority you are not permitted to grant.
Acceptable use
Do not use Codewhale to break the law, harm people or systems, evade access controls, distribute malware, interfere with the service, or process data you lack authority to use. Automated actions remain subject to the permissions, reviews, and stop conditions shown in the product.
Your content and connected services
You retain ownership of your content. You give us the limited permission needed to process it to provide Codewhale. With bring-your-own-key, the model provider you connect processes content and bills you under your agreement with it. With Codewhale-managed inference or a managed cloud sandbox, we may process the content needed for your request through the model, gateway, repository, and execution providers identified by the product. Computer Use, when available, is interactive screen, mouse, and keyboard control inside the selected computer. Those providers have their own terms. You must have authority to use every account, repository, credential, and item of content you provide.
Purchases and balances
You can buy packs of prepaid balance. Shannon Labs, Inc. is the seller, Stripe processes the payment, and every price is in US dollars. Packs are offered to buyers internationally where the service and payment method are available.
Codewhale keeps two separate prepaid balances: an AI balance for Codewhale-managed AI models, and a computer balance for hosted computer time when that is offered. Each is bought with its own packs, and neither balance ever pays for the other.
We deduct managed AI use from your AI balance at the model provider’s price for the model and route used, for input, cached input and output tokens, with no markup. Before a request is sent, we reserve the most it could cost at that price. If it ends before the provider reports its usage, for example because you cancel it mid-reply, the connection drops or it times out, we deduct that reserved amount. Using your own provider key never spends either balance; that provider bills you under your agreement with it.
Platform fee
Each purchase of AI balance includes a Platform fee, shown as its own line at checkout before you pay and on your receipt. The Platform fee is our charge for providing Codewhale. It is the same however you pay, and it is not added to your balance.
No automatic charges
Every purchase is one you make yourself. Codewhale has no subscription, automatic top-up, overage or postpaid charge, and we never charge your payment method again without a new purchase from you.
Expiry
A pack’s balance expires 12 months after it is added to your account, which is normally when your payment completes. Checkout states this before you pay, and your receipt and your account show the expiry date. Expired balance cannot be used. Within a balance, whatever expires first is spent first, including a free starter.
When a balance runs out
When a balance reaches zero, the managed use it pays for stops until you add more. Nothing is bought for you, and a balance never goes below zero. We may warn you when a balance is running low. Your own provider keys keep working.
Taxes
Prices do not include tax. Where sales tax or a similar tax applies, checkout calculates it from the billing details you give, shows it before you pay, and adds it to the total.
Refunds
If you ask within 30 days of a purchase, we refund the unspent part of that pack in full: the same share of everything you paid for it, including its Platform fee and any tax. A pack you have not used is refunded in full.
A refund takes back the whole balance it pays for, so refunded balance can no longer be spent. Balance you have already used stays used. After 30 days, refunds are at our discretion. Nothing here limits a refund the law requires.
To ask for a refund, email help@codewhale.net from the address on your account. Refunds go back to the original payment method.
Payment disputes
If something is wrong with a charge, please contact us first so we can fix it or refund it under the terms above. If you dispute a payment with your bank or card issuer, we pause all Codewhale-managed use on your account, including managed AI, while the dispute is open. If the dispute is withdrawn or closes in our favor, the pause ends. If it closes in your favor, the pause stays until we review the account, and we may remove the balance the disputed payment added. Your own provider keys keep working throughout.
Free starter
A new account may receive a one-time free starter of AI balance and, when hosted computer time is offered, computer time, in the amounts the product shows. It opens on your first managed use and lasts 30 days from then. It is limited to one per person and cannot be bought, refunded, transferred or exchanged for cash. New starters are limited each day, so one may not be available right away. We may withhold or remove a starter obtained through extra accounts or other abuse.
Service changes and termination
We may change, suspend, or discontinue features and may restrict accounts that violate these terms or threaten the service. If we stop offering what a balance pays for, or close your account for a reason other than a breach of these terms, we refund your unspent purchased balance. Deleting your account ends its balances, so ask for any refund you are due first. Required security, audit, deletion, and financial receipts may survive account deletion as described in the privacy policy.
Disclaimers and liability
Codewhale is provided on an “as is” and “as available” basis to the extent permitted by law. Software agents can make mistakes; review important changes and keep independent backups. We do not promise uninterrupted or error-free operation and are not responsible for third-party services outside our control.
To the extent the law allows, we are not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, and our total liability for all claims relating to Codewhale is limited to the amount you paid us for Codewhale in the 12 months before the event giving rise to the claim. Nothing in these terms limits liability that the law does not allow to be limited.
Governing law
These terms are governed by the laws of the State of California, United States, without regard to its conflict-of-laws rules. Claims are brought in the state or federal courts located in San Francisco County, California, unless the law where you live gives you the right to bring them elsewhere. Nothing in these terms takes away rights you have under consumer protection laws that cannot be waived by contract.
Changes
When we change these terms, we update the date above. The version in effect when you buy a pack governs that purchase, and purchases made before these terms took effect keep the terms they were sold under. A change never shortens the expiry or reduces the balance of a pack you have already bought.