Terms of Service

01 Agreement to these terms

These Terms of Service (the “Terms”) form a binding contract between you and Shadow Shell (“Shadow Shell”, “we”, “us”), the operator of the Shadow Shell service, website, and platform located at shadowshell.ai and associated subdomains (collectively, the “Service”). Shadow Shell’s principal place of business is New York, New York, United States.

Acceptance is mandatory and affirmative. You accept these Terms by (a) checking the agreement box at purchase, (b) creating or signing in to any account, and/or (c) using the Service in any way. If you do not agree to every term, you must not purchase, subscribe, sign in, access, or use the Service. No use is permitted without acceptance. If you accept on behalf of a company or other entity, you represent that you have full authority to bind that entity, and “you” means that entity.

These Terms incorporate the Legal Disclaimers by reference as though fully set forth herein. The Terms and the Disclaimers together form the entire agreement (Section 20) between you and Shadow Shell regarding the Service.

02 Changes to these terms

We may revise these Terms at any time by posting the revised version at this URL with a new version number and effective date. Material changes will be reflected in the version line at the top of this document. Your continued use of the Service after the effective date of a revision constitutes acceptance of the revised Terms. If you do not accept a revision, your sole remedy is to stop using the Service and cancel your subscription. You are responsible for reviewing these Terms periodically. The version in force when you last accepted (purchase or sign-in) governs acceptance records we retain.

03 Eligibility

You must be at least 18 years old (or the age of legal majority in your jurisdiction) and legally capable of entering a binding contract. You may not use the Service if you are barred from receiving it under U.S. law, the laws of your jurisdiction, or the sanctions programs described in Section 15. You warrant that all registration information you provide is accurate, current, and complete.

04 The service and what it is not

The Service provides access to AI language-model workspaces (“seats” or “lanes”) with tool capabilities that may include file access, command execution, code execution, network access to machines you control, an encrypted vault, and consultation features that relay requests to third-party AI model providers on your instruction (“Consult Mode”).

The Service is a tool, not an advisor, professional, fiduciary, or agent. It has no mind of its own in the legal sense: it acts on your instructions, and the outputs it produces are computer-generated text, not statements, opinions, warranties, or endorsements by Shadow Shell. Plan allowances (lanes, requests per minute, daily tokens, GPU output time, context length) are throughput parameters of the Service, not entitlements to any particular amount of computational output, and may change as described on the Store page. We do not guarantee uninterrupted availability, and we may modify, suspend, or discontinue any part of the Service at any time (Section 16).

05 Accounts and security

You are responsible for safeguarding the credentials issued to you (Client Area account and chat seat sign-ins), for all activity that occurs under your credentials, and for keeping your contact information current. You must notify us immediately at [email protected] if you suspect any unauthorized use. We may require password changes, rotate sessions, or suspend an account we believe is compromised. You may not share credentials, resell access, or allow more concurrent users than the seats you have purchased, except as expressly provided by your plan (Team pooling terms apply per seat, not per credential). The encrypted vault is zero-knowledge: we cannot recover vault contents if you lose the ability to open it, and you are solely responsible for backing up anything you store through the Service.

06 Purchases, billing, and refunds

Subscriptions are prepaid and billed monthly per seat through our supported payment processors (PayPal for recurring billing; BTCPay for one-off Bitcoin invoices). Prices, taxes, and processing terms are as displayed at checkout; you are responsible for any applicable taxes. Purchases paid through PayPal include a processing fee of 3.49% of the subscription price, itemized at checkout before you pay; purchases paid through Bitcoin carry no processing fee. Bitcoin payments are non-recurring: continued service requires a new invoice each period. Annual plans, where offered, provide twelve months of service for ten months’ payment.

You may cancel a recurring subscription at any time through your payment provider; cancellation stops future charges and your account is suspended rather than erased. Because the Service is digital and delivered immediately, fees already paid for the current period are non-refundable except in our sole discretion. We may withhold any refund, and may terminate without refund, for violation of these Terms (Section 16). Chargebacks initiated without first contacting us may be treated as a material breach.

07 Acceptable use — prohibited conduct

The following uses are strictly prohibited. This list is illustrative of categories, not exhaustive; anything unlawful, harmful, deceptive, or rights-violating is prohibited whether or not listed. You acknowledge that the Service does not apply a pre-publication content filter to your activity (Section 9), which is precisely why the responsibility below is yours alone.

1. Illegal activity. Using the Service to plan, further, or carry out any act prohibited by applicable law in the United States, New York, or any jurisdiction connected to your use.
2. Harm to children. Any use involving child sexual abuse material, the sexualization of minors, or content harming minors. Zero tolerance: we terminate immediately, preserve evidence, and report to the National Center for Missing & Exploited Children and law enforcement.
3. Violence and threats. Threats, stalking, harassment, doxxing, targeted abuse, incitement to violence, terrorism, or violent extremism, including planning, glorifying, or providing operational assistance for any of these.
4. Weapons of mass destruction. Research, design, synthesis, acquisition, or use of biological, chemical, radiological, or nuclear weapons, or any component thereof intended for such use.
5. Cybercrime. Malware, ransomware, botnets, credential stuffing, phishing, denial of service, unauthorized access or intrusion (including under the U.S. Computer Fraud and Abuse Act, 18 U.S.C. § 1030), port scanning or exploitation of systems you do not own or are not explicitly authorized to test, or development of tools primarily designed for any of these.
6. Fraud and deception. Fraud, scams, phishing, social engineering, financial crime, market manipulation, counterfeit documents, impersonation, non-consensual intimate imagery (real or synthetic), or deceptive practices targeting any person or market.
7. Intellectual property violations. Using the Service to infringe copyrights, trademarks, trade secrets, or other rights (see Section 12 for our notice-and-takedown procedure).
8. Interference with the Service. Circumventing rate limits, allowances, or access controls; probing or attacking our infrastructure or that of other customers; mining cryptocurrency; automated load generation beyond your plan’s stated throughput; or reselling or providing the Service to third parties without our written consent.
9. Sanctions and export violations. Any use in, by, or for the benefit of persons or regions subject to U.S. sanctions administered by OFAC, contrary to the U.S. Export Administration Regulations, or by any person or entity on any U.S. government denied-party list.
10. Other misuse causing harm. Any use of the Service that causes, or is intended to cause, physical, financial, reputational, or psychological harm to any person, or damage to any system, data, or property.

You are responsible for the conduct of anyone you allow to use your seats, and for outputs you act upon. If you are unsure whether a use is permitted, it is your obligation to ask us before proceeding.

08 Third-party AI providers and your API keys (Consult Mode)

Consult Mode relays material you select to third-party frontier AI model providers using API credentials you supply. These providers are independent of Shadow Shell; we are not affiliated with, sponsored by, or endorsed by them, and they are not parties to these Terms. Their own terms of service, acceptable use policies, and pricing govern your use of their APIs, and you must have the right to use any key you supply. We do not review, warranty, or adopt their outputs; the disclaimers in the Legal Disclaimers apply with full force to Consult Mode outputs. You are solely responsible for costs, compliance, and consequences arising from your use of third-party APIs through the Service.

09 Unfiltered operation — your exclusive acknowledgment and assumption of risk

You specifically acknowledge and agree that:

1. The Service is provided without a pre-deployment policy filter on model outputs, and Shadow Shell does not pre-screen, review, approve, or endorse any content the Service produces for you.
2. Outputs are generated by statistical software, may be factually wrong, incomplete, unsafe when relied upon, or unsuitable for any purpose, and must be independently verified before you rely on them or act on them in any way.
3. You are the sole director of your use of the Service. What is prompted, run, executed, or transmitted is your act, not ours, and you assume all risk of consequences arising from outputs or actions taken on them.
4. Any harm caused by misuse of the Service is the sole responsibility of the person misusing it. To the maximum extent permitted by law, you release Shadow Shell from, and indemnify it against (Section 11), all claims arising from your use or misuse of the Service.

10 Disclaimers

The Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, or security. The full text of these disclaimers, including those regarding AI output, professional advice, availability, and third-party services, is set out in the Legal Disclaimers and is incorporated into these Terms as if fully set forth here. Some jurisdictions do not allow the exclusion of implied warranties; in that event any implied warranty is limited in duration to the minimum period required by law.

11 Limitation of liability and indemnification

Limitation. To the maximum extent permitted by applicable law, in no event will Shadow Shell, its owners, operators, employees, contractors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or data use, arising out of or relating to the Service or these Terms, however caused and under any theory of liability (contract, tort, strict liability, or otherwise), even if advised of the possibility of such damages and even if a remedy fails of its essential purpose. Our total aggregate liability for all claims arising out of or relating to the Service will not exceed the total fees you paid us in the twelve (12) months preceding the event giving rise to the claim (or one hundred U.S. dollars, if greater). Nothing in these Terms limits liability that cannot lawfully be limited, including liability arising from a party’s gross negligence or willful misconduct causing personal injury where such limitation is void under New York law, and nothing here deprives consumers of mandatory rights under the consumer-protection law of their jurisdiction of residence.

Indemnification. You will defend, indemnify, and hold harmless Shadow Shell and its owners, operators, employees, contractors, and suppliers from and against any claims, demands, suits, investigations, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the Service, including any conduct prohibited by Section 7; (b) content you generate, transmit, or store through the Service, including any output you publish or act upon; (c) your violation of any law or the rights of any person; (d) your use of third-party APIs (Section 8); or (e) your breach of these Terms. We may control the defense of any claim where we are the defended party, and you will not settle a claim against us without our prior written consent. This Section survives termination (Section 16).

12 Copyright policy and repeat infringers

We respond to notices of claimed copyright infringement that substantially comply with 17 U.S.C. § 512(c)(3). Send notices to [email protected] with the identifying material, the copyrighted work claimed, the location of the infringing material, your contact information, a statement of good-faith belief, a statement of accuracy under penalty of perjury, and your signature. We will remove or disable access to identified material and terminate accounts of repeat infringers. A subscriber who believes material was removed in error may send a counter-notice conforming to § 512(g)(3); we may restore the material after the statutory period.

13 Monitoring, records, and law enforcement

We do not read your vault (we cannot), and plan history retention is as described at purchase. However: we log operational records (account, billing, seat provisioning, security events, and consult-mode audit records), and we will preserve and disclose records, content records in our possession, and account information in response to lawful legal process (subpoenas, court orders, warrants, emergency disclosures under 18 U.S.C. § 2702(b)(8)), and where we reasonably believe disclosure is necessary to comply with law, enforce these Terms, or protect the safety of any person. We may investigate suspected violations and suspend accounts pending investigation (Section 16). You have no expectation of privacy in records exempt from it under law, and you consent to disclosure as described in this Section. Those who misuse this Service to harm others should expect full cooperation with the authorities who come asking.

14 Your content and licenses

“User Content” means material you provide, prompt, generate, upload, or store through the Service. As between you and Shadow Shell, you own your User Content and remain solely responsible for it. You grant us a limited, non-exclusive, worldwide license to host, process, transmit, and back up User Content solely to operate the Service for you, and to retain and disclose records as described in Section 13. We claim no ownership of model outputs you generate; you are equally responsible for them. You represent that you hold all rights needed for the User Content you put through the Service.

15 Export controls and sanctions

You represent that you are not located in, organized in, owned or controlled by persons in, or acting on behalf of any person in, a country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, as amended), and that you are not identified on any U.S. government denied-party or restricted-party list. You will not use or export the Service in violation of U.S. export control or sanctions law.

16 Enforcement, suspension, and termination

We may investigate suspected violations and, at our sole discretion and without prior notice: warn you; suspend or throttle your account, seats, or lanes; remove content; terminate this agreement; and/or refer the matter to law enforcement. Violations of Section 7 (Acceptable Use) are material breaches entitling us to immediate termination without refund. We owe no liability for enforcement action taken in good faith. You may stop using the Service at any time; Sections 9–13, this Section 16, and Sections 18–20 survive any expiration or termination. Upon termination for cause, any prepaid fees are forfeited.

17 Privacy

We process account and usage data as described in this agreement and at sign-up. We do not sell your personal information. The encrypted vault is end-user-controlled and inaccessible to us. Communications with us and electronic notice (Section 20) are part of the record of this agreement.

18 Governing law, venue, and dispute resolution

Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of New York, United States, without regard to conflict-of-laws rules.

Dispute resolution. Before filing anything, the parties will attempt in good faith to resolve any dispute for at least thirty (30) days after written notice to the other party. Any dispute not resolved will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules (or Commercial Rules where they apply) before a single arbitrator, seated in New York County (Manhattan), New York, USA. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small-claims court instead, and either party may seek provisional injunctive relief from a court in New York County to protect intellectual property, confidentiality, or the security of the Service without waiving arbitration.

Class action and jury waiver. To the maximum extent permitted by law, disputes will be arbitrated on an individual basis only; you waive any right to a class, collective, or representative action, and the arbitrator may not consolidate claims. To the extent a court holds this waiver unenforceable, any class action must be brought exclusively in the courts of New York County, New York. WHERE PERMITTED, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Limitations period. Claims must be filed within one (1) year after the claimant knew or should have known of the basis for the claim, or they are forever barred.

19 Force majeure

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor action, failure of telecommunications or hosting providers, hardware failure, power failure, or government action.

20 General

1. Electronic contracting. You consent to conduct business electronically, to accept these Terms by checkbox, click, or use, and to receive notices electronically (ESIGN, 15 U.S.C. § 7001, and New York’s Electronic Signatures and Records Act). This agreement is a writing.
2. Entire agreement. These Terms and the incorporated Legal Disclaimers are the entire agreement regarding the Service, superseding all prior or contemporaneous understandings, including any statements on marketing pages. Plan allowances shown on the Store page at time of purchase describe throughput only.
3. Assignment. You may not assign this agreement without our prior written consent; we may assign it in connection with a merger, acquisition, or sale of assets.
4. Independent parties. Nothing here creates a partnership, joint venture, employment, or agency relationship.
5. No waiver. Failure to enforce any provision is not a waiver of it.
6. Severability and blue-pencil. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary, and the remainder stays in full force.
7. Headings and construction. Section headings are for convenience. The parties agree these Terms are the product of negotiation and will not be construed against the drafter.
8. Notice. Notices to us go to [email protected]. Notices to you go to your account email or by posting to the Service.
9. Language. If these Terms are translated, the English version controls.