TERMS OF SERVICE

Codexe (the Service) is an online product operated by PENGUIN STUDIOS di MINURRI RAFFAELE (PenguinStudios, the Studio, we, us), a sole proprietorship (impresa individuale) established in Italy and identified in full in Section 31.

Codexe is one of the Studio's products, not a separate company. The same legal entity stands behind the platform, the Studio's bespoke development work, its marketplace products and the site at penguinstudios.eu.

These Terms govern your use of the Codexe platform at codexe.eu: the account, the subscription, the tokens, the AI generation, the public Gallery, the hosted bots and the developer API described below. They form a contract between you and the Studio. They govern nothing else.

The Studio's general Terms and Conditions, published at penguinstudios.eu/terms, govern commissioned custom work, quotations, marketplace products and licence keys sold by the Studio. If you commission bespoke work, that engagement is governed by those Terms and not by these.

If you are both a Codexe subscriber and a custom-work client, the two contracts run in parallel and are independent. A dispute, cancellation, suspension or refund under one does not affect the other, and a sum paid under one is never set against the other.

This is version 3.0 of these Terms, effective from 9 August 2026. The version in force on the day a subscription period starts or renews governs that period. Section 30 explains how versions are identified, applied and archived.

These Terms are written and published in English, and the English text is the binding one. Any translation offered on the site is a convenience translation. Where a translation and the English text differ, the English text governs.

Several provisions below are expressed to apply to the maximum extent permitted by applicable law. That phrase is not decorative. It means that where a provision would otherwise conflict with a mandatory rule of law protecting you, in particular Italian and EU consumer law, the mandatory rule prevails and the provision applies only so far as it lawfully can. Section 27 sets out the principal mandatory Consumer rights that these Terms do not and cannot exclude.

Several clauses below apply differently depending on who you are. Sections 11, 21, 27 and 28.2 contain rights that Consumers have by law. Nothing in these Terms limits or excludes those rights, and where any other clause conflicts with them, those sections prevail.

Where the purpose is mixed, what matters is the predominant purpose. Earning some revenue from what you build with the Service does not by itself make you a Business User. Running the Service as part of a commercial network, an agency, an employer's workflow or a monetised operation does.

If your status is not apparent, we treat you as a Consumer. A Business User who wishes to be treated as such, in particular in order to receive the specific-approval block described in Section 29.9, should tell us at checkout or by writing to support.

Codexe is an AI-powered code generation platform. From natural-language prompts it produces Minecraft plugins, mods, datapacks and Skripts, 3D models and item packs, websites and Discord bots, and it gives you an in-browser editor, a build pipeline and an export path for what it makes.

The Service does not run its own AI models. It sends your prompt, the relevant project context and its own system instructions to the Model Provider that operates the model you selected, and returns that provider's response to you. The current providers are listed in the Privacy Policy, which is updated when the list changes.

A Model Provider applies its own safety filters and may decline a request. A refusal is not a fault of the Service and does not entitle you to a refund, though Tokens pre-charged for a refused Generation are returned automatically under Section 7.3.

Providers release, reprice, rename and retire models on their own schedule, and we add models, move them between Plans, or withdraw them in response. A model being available today is not a guarantee that it will remain available, stay on your Plan, or keep costing the same number of Tokens.

Where a model is withdrawn, a Project pinned to it keeps working: the Service falls back to the closest available model your Plan allows, and the Project remains readable and exportable. Where a model is withdrawn from your Plan we will offer a comparable alternative on the same Plan where one exists.

The Service is provided on an as-available basis. We do not commit to an uptime percentage, and we may take the Service down for maintenance, security or capacity reasons. Where downtime is planned and material we will give notice in the Service or by email. Section 12 states what happens if the Service is substantially unavailable through our fault for a billing period.

Parts of the Service are behind feature flags and can be switched on or off per environment, per Plan or globally, including whole pages such as the Gallery and whole project types. A feature marked as beta, preview or experimental may change or disappear without notice and is excluded from Section 21. Removing a flagged feature is not a reduction in your Plan's token allowance for the purposes of Section 10.

You must create an Account to use the Service. You can register with an email address and a password, through Discord OAuth, or through GitHub OAuth. You may later link a Discord or GitHub identity to an existing Account.

Passwords are stored only as an Argon2id hash and are never readable by us. You may additionally secure the Account with a passkey (WebAuthn), with a time-based one-time code from an authenticator app (TOTP), or with a one-time code sent by email. You are responsible for keeping your credentials, recovery codes and second factors secure, and for everything done through your Account by anyone who has them.

You must be at least 16 years old to create an Account. We do not knowingly accept registrations from anyone younger, and an Account found to belong to a person under 16 is closed.

An Account is personal to you. Do not share it, sell it, or transfer it. To prevent abuse of the free tier and of the bonus programmes, the Service limits the number of Accounts that can register from a single public IP address, by default one.

This is a blunt instrument and we know it. If you share a connection with other legitimate users, whether a household, a classroom, a shared workspace or a carrier-grade NAT, write to support and we will raise the cap for that network. Being blocked by the cap is not a breach by you and carries no consequence beyond having to ask.

An administrator of the Studio can, for support and abuse-investigation purposes, view an Account and act within it as if signed in as you. Every such session is recorded in an internal audit log with the administrator, the time and the action. We use it to reproduce a fault you have reported or to investigate a specific abuse signal, and for nothing else. The Privacy Policy describes the data involved.

Creating an Account gives you the free tier. No payment is due, the Token allowance refills on the schedule published on the pricing page, and either side can end the relationship at any time. These Terms still apply to it in full.

A paid subscription is formed when your payment is completed at the Tebex checkout and Tebex confirms it to us. Until that confirmation arrives no contract exists, whatever the checkout page or a chat message may have suggested. On confirmation the Plan is activated on your Account, the Token allowance is granted, and a confirmation is sent to your email address on a durable medium.

A Token Pack is a single purchase of Tokens at the price shown at checkout. It does not renew, it does not change your Plan, and it does not extend a subscription period. Tokens bought in a Pack are added to your balance and are governed by Section 7.

A Custom Plan is agreed individually and activated by the Studio against your Account, with its own price, currency, Token allowance, renewal period and feature set. Where a Custom Plan and these Terms conflict on price, allowance or renewal period, the Custom Plan governs those points and these Terms govern everything else.

The version of these Terms in force at the moment a subscription period starts or renews governs that period, and stays with it until the period ends. Section 30.3 states how a new version reaches you.

Before you are bound, the pricing page and the checkout tell you the main characteristics of the Service, the identity of the trader, the total price inclusive of all taxes and charges, the duration of the contract, how to cancel, and the existence of the right of withdrawal under Section 11. That information forms part of the contract and does not change without your agreement.

A Token is an internal unit of account. It measures how much of the Service you have used. Tokens have no monetary value, cannot be exchanged for money, cannot be transferred between Accounts and are not a payment instrument. Every movement, whether a grant, a spend, a refund or a bonus, is written to a ledger on your Account which you can inspect at any time.

Different models consume Tokens at different rates, reflecting what the underlying provider charges us. The rate shown next to each model on the pricing page is a blended average. Actual consumption varies with the length of your prompt, the amount of project context sent, the length of the model's reply and the reasoning effort selected on the Project. The Service shows an estimate before you commit to an expensive Generation, and the estimate is an estimate.

Tokens are pre-charged when a Generation starts and reconciled against actual usage when it finishes. Where a Generation fails, whether through a fault on our side or at a Model Provider, the pre-charged Tokens are returned to your balance automatically. That automatic return is our remedy for a failed Generation, without prejudice to Section 27.

Unused Tokens do not roll over between billing periods on a paid Plan. Free tier Tokens refill on the published schedule and do not accumulate. Tokens bought in a Token Pack remain on your balance until spent or until the Account is closed.

The Service deliberately allows one Generation in flight at a time per Account, and applies additional rate limits to the most expensive models. These limits protect capacity and cost, they apply to everyone on the Plan, and working around them is a breach of Section 17.

Cancelling a subscription does not convert unspent Tokens into money. Sections 11 and 12 govern refunds; this Section governs the Tokens themselves.

The Service awards discretionary bonus Tokens through optional engagement programmes. Participation is voluntary and no Plan depends on it.

• Referral bonus. When a new User signs up through your personal referral link from a different public IP address, both Accounts receive a one-time bonus. Attempts that fail the IP-difference check are recorded as rejected and pay nothing.
• Streak bonus. Consecutive UTC days on which you spend at least the published daily threshold count towards a streak. Reaching a milestone grants a one-time bonus scaled to your Plan.
• Account-link bonus. Linking a Discord or GitHub identity to an existing Account grants a one-time bonus, paid at most once per Account per provider.
• Achievements. Badges unlock on milestones such as builds completed, votes received or streak length. Badges are cosmetic and may or may not carry a Token bonus.

Bonus Tokens are discretionary, non-refundable, non-transferable and have no monetary value. They may be revoked retroactively where they were obtained in breach of Section 17. We may change the amounts, milestones and rules of these programmes at any time, including ending a programme, and a change does not affect bonuses already correctly earned and credited.

Prices for standard Plans and Token Packs are displayed in United States dollars. A Custom Plan may be priced in another currency, which is then stated on the plan itself. Your bank or card issuer may apply its own conversion or cross-border fee, which is a matter between you and them.

Every price put in front of a Consumer before they are bound is the total price inclusive of all taxes and charges. You are never asked to add tax to a figure yourself, and no tax is added afterwards.

The Studio operates under the Italian flat-rate regime for small businesses (regime forfettario, Law No. 190/2014, Article 1, paragraphs 54 to 89). While that regime applies we do not charge VAT and do not show VAT on our invoices, so the amount stated at checkout is the total amount payable. If the regime ceases to apply, prices will be restated inclusive of any tax then due, with notice under Section 10.

All payments are processed by Tebex (Analyse BV), which acts as merchant of record. We never receive, see or store your card details. We receive from Tebex the transaction reference, the package purchased, the amount, the billing country and the email address used, and we store those to operate your subscription.

Tebex applies its own terms to the payment transaction itself. Where those terms and these conflict on the mechanics of the payment, Tebex's govern that transaction; everything about your Plan, your Tokens and your use of the Service remains governed by these Terms.

Subscriptions renew automatically for successive periods until cancelled. Renewal is taken by Tebex on the recurring authority you gave at checkout.

You can cancel at any time from your Account page. Cancellation stops the next renewal; it does not end the period you have already paid for. You keep access, your Plan and your remaining allowance until that period ends, and we do not pro-rate a partial period. The Service records the cancellation against your Account and confirms it to you, so that whether and when you cancelled is verifiable by both of us.

If a renewal payment fails, the Plan lapses at the end of the paid period and the Account reverts to the free tier. Projects, files and history are not deleted when a Plan lapses. Features restricted to a paid Plan stop working until a payment succeeds.

We sometimes make time-limited upgrade offers. An offer states the discounted price and how many billing cycles it lasts, after which the standard price for the tier applies automatically. Eligibility is checked when the offer is displayed and again at checkout. A coupon minted for an offer is issued to one Account, is single-use, and may be revoked before use if the offer is withdrawn. Sharing or reselling a coupon is a breach of Section 17.

If you are a Consumer you have the right to withdraw from a distance contract with us within fourteen (14) calendar days, without giving any reason and without penalty. The period runs from the day the contract is concluded, which is the day your subscription starts or renews, or the day a Token Pack is purchased.

Tell us in an unequivocal statement before the period expires: email [email protected], or write to us through Discord. You may use the model withdrawal form in Annex I, Part B of the Codice del Consumo, but you do not have to. We will acknowledge your withdrawal without delay on a durable medium and refund you within 14 days of being informed, using the same payment method you used, unless you expressly agree otherwise.

Where you withdraw after using the Service we may retain an amount proportionate to what was actually supplied before withdrawal, in practice the value of the Tokens you spent, and refund the balance. If you spent nothing, you get everything back. We will show you the calculation.

If we later introduce an express-consent step at checkout it will be a separate, unticked choice which you are free to decline at no cost and with no effect on price or treatment, and this Section will be reissued as a new version under Section 30 before it applies to anyone.

Beyond the statutory right in Section 11, refund requests are handled case by case. We will normally refund a billing period in which the Service was substantially unavailable through our fault, or in which you were charged in error, or in which a Plan was activated at the wrong tier or price.

We do not normally refund because you did not use the Tokens you paid for, because a model produced Output you did not like, because a Model Provider declined a request, or because a model you preferred was withdrawn by its provider. Section 4.3 explains why the catalogue moves.

Tokens already spent are not refundable in money. The automatic return described in Section 7.3 is the remedy for a failed Generation.

A refund is issued through Tebex to the original payment method. Where that method no longer exists we agree an alternative with you. Nothing in this Section limits Section 11 or Section 27.

If you think you have been charged wrongly, write to us. Almost everything is resolved that way, faster than through a bank, and at no cost to either side.

Where a payment is reversed, disputed or charged back, the Plan bought with it is suspended until the position is resolved, and Tokens granted on the strength of that payment may be removed. Suspension for this reason is not a sanction and is lifted as soon as the payment stands.

Raising a genuine dispute is your right and carries no penalty from us. A dispute does not by itself establish that either side is in breach.

Disputing a payment for a Plan you have used, in circumstances where no refund is due and without contacting us first, is a breach of Section 17 and may lead to closure of the Account under Section 25. This clause does not apply to a Consumer exercising a right under Section 11 or Section 27.

Every Project has a visibility setting which you control: private, visible only to you; unlisted, reachable by anyone who has the share link but not listed anywhere; and public, listed in the Gallery and open to anyone. Projects are private by default. Changing the setting takes effect immediately for the future, but see Section 14.6 on what cannot be undone.

You keep ownership of your Projects. By setting a Project to unlisted or public you grant the Studio a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display and distribute that Project and its metadata for the purpose of operating the Service, for as long as it stays published plus the time it takes caches and backups to cycle out.

Publishing a Project also permits other Users to read it. Publishing it as a template additionally permits them to clone it into their own Account and build on it. The licence covers what the Service needs in order to work; it is not a transfer, it does not let us sell your Project, and it ends when you unpublish.

Marking a Project as a template makes it public, because a template nobody can read cannot be cloned. The Service counts clones and shows the count. When you clone someone else's template you get a copy in your Account and you are responsible for what you then do with it, including complying with any licence attaching to code inside it.

Users can upvote and downvote public Projects, comment on them and bookmark them. A public leaderboard ranks Users by the net votes on their public Projects and shows the display name and avatar of the Users on it. If you do not want to appear, keep your Projects private or unlisted: only public Projects count towards the ranking.

Public Content must not contain personal data of other people, credentials, tokens or secrets, material you are not free to disclose, or anything prohibited by Section 17. Remember that a Project carries its files and its conversation history; read it before you publish it.

We may remove or unpublish Public Content that breaches these Terms, that infringes a third party's rights, or that we are required to remove by law, and we will tell you why. You can unpublish or delete your own Public Content at any time.

You may import an existing project as an archive. By uploading it you confirm that you are entitled to do so, that it contains no material you are not free to disclose, and that it contains no malware. We do not review uploads for legality or licence compatibility.

Where you generate a Discord bot, the Service can run it for you on the Studio's infrastructure in an isolated container, start it, stop it and show you its recent log output. Hosting is part of the Plans that include it and is not a separate contract.

To run a bot we need its Discord bot token. The token is encrypted at rest in our database and is decrypted only in order to start the container. Even so, handing a credential to a third party is a decision you should take deliberately.

Supply a token only for a bot application you control, keep its Discord permissions to the minimum the bot needs, and revoke or regenerate the token in the Discord developer portal if you stop using the feature or suspect a problem. Do not reuse a token that also runs somewhere else.

A hosted bot acts under your Discord application, in servers you or your users have added it to, on data those servers give it. You are responsible for its behaviour, for its compliance with Discord's own terms and developer policies, and for any personal data it processes, in respect of which you are the controller and the Studio is not.

We may stop a hosted bot without notice where it consumes disproportionate resources, where it is being used to attack or abuse a third party, where Discord requires it, or where it breaches Section 17. Where the reason is capacity or a fault, we will tell you and restart it when we can.

We keep the most recent log output of a hosted bot so you can debug it. Do not print secrets or other people's personal data to your bot's log.

The Studio issues API Keys which authenticate programmatic, OpenAI-compatible calls to model endpoints operated by the Studio. API Keys are sold separately from Plans, through direct checkout links or by arrangement with the Studio, and are not part of any Plan unless the Plan says so.

A raw API Key is shown or sent to you exactly once and is never recoverable afterwards: we store only an irreversible hash of it. Keep it secret, do not embed it in client-side code or a public repository, and tell us at once if it leaks so we can revoke it. Use through your key is use by you, and you are responsible for it.

Use through an API Key is metered against the upstream cost it generates, over a rolling monthly window, and is subject to a cost cap. Reaching the cap stops the key working until the window rolls over or the cap is raised by agreement. The cap protects both sides against a runaway loop.

An API Key entitles you to call the endpoints for your own product or service. It does not entitle you to resell raw model access as a substitute for the Service, to sublicense the key, to share it between unrelated customers, or to present the Service as your own to end users in a way that hides who operates it.

A key runs for the period it was sold for and may be renewed. We may revoke a key immediately where it is used in breach of these Terms, where it has leaked, or where a payment for it is reversed. Where we revoke for convenience rather than for a breach by you, we refund the unused part of the period.

The API is compatible with a widely used request format, but it is our API and it can change. We will avoid breaking changes where we reasonably can and will give notice by email to the address on the key before making one.

You agree not to:

• use the Service to generate malware, exploits, credential stealers, denial-of-service tooling, or code whose purpose is to compromise systems you are not authorised to test;
• attempt to bypass security measures, rate limits, the concurrency limit, Token accounting, feature flags or Plan restrictions, including by running parallel Generations from several tabs, clients or Accounts;
• use a VPN, proxy or Tor to register an Account, or otherwise conceal the network you are registering from;
• create multiple Accounts to abuse the free tier, the bonus programmes or the per-IP signup cap;
• farm referral bonuses by registering Accounts you control as referees, by hiding your IP to defeat the same-IP check, or by using disposable email providers to inflate invite counts;
• manipulate the streak system by sharing an Account or by automating spend solely to trigger milestone payouts;
• manipulate the Gallery, the vote counts, the clone counts or the leaderboard, including by voting with Accounts you control;
• share, resell or publish a coupon minted for an offer addressed to you;
• resell or redistribute access to the Service, or wrap it in an automated service of your own, otherwise than through an API Key used within Section 16.4;
• scrape the Service, or automate the web interface as a substitute for the API;
• submit personal data of other people that you are not entitled to share, or confidential material you are not free to disclose, remembering that prompts are sent to third-party Model Providers;
• publish, host or transmit through the Service anything unlawful, infringing, harassing or sexual involving minors;
• violate any applicable law or regulation.

A breach may lead to revocation of bonus Tokens, removal of Public Content, suspension of a Bot Instance or an API Key, suspension of the Account or a permanent ban. We act proportionately: where a breach can be remedied and no immediate harm is being done, we normally warn first.

A banned User is routed to a dedicated page explaining the reason and giving an appeal channel, and a human reviews an appeal. A ban does not deprive a Consumer of a refund they are entitled to by law.

We hold ourselves to the same standard we ask of you. We do not read your private Projects for curiosity, we do not use enforcement powers to settle a commercial disagreement, and we give a reason for every action we take against an Account.

You retain ownership of the prompts you write and of the material you create with the Service, to the extent that material is capable of being owned. We claim no ownership over your Projects, and we do not use your prompts, Projects or Output to train AI models, whether our own or a provider's.

Code produced by a generative model is not guaranteed to be original, and in some jurisdictions purely machine-generated material attracts no copyright protection at all. We cannot and do not warrant that Output is free of third-party rights. If Output resembles existing licensed code, complying with that licence is your responsibility under Section 19.

The Codexe name, logo, interface, system prompts, model routing, platform code and the PenguinStudios brand remain the property of PENGUIN STUDIOS di MINURRI RAFFAELE. Your Plan grants you no licence to them beyond using the Service as intended, and does not permit you to extract, copy or reconstruct the system prompts.

If you send us a suggestion for improving the Service we may use it without obligation or payment. This covers suggestions only. It does not touch your Projects, your Output or anything covered by Section 18.1.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for anything else that cannot be excluded or limited under applicable law. For Consumers this includes liability under the legal guarantee of conformity and under the mandatory rules referred to in Section 27.

Subject to Section 22.1, and to the maximum extent permitted by applicable law, we are not liable for indirect, incidental, special or consequential loss, for loss of profit, revenue, data, goodwill or anticipated savings, for the acts of a Model Provider, for the behaviour of a bot you have hosted, or for losses caused by generated code that you deployed without the review described in Section 19.

Subject to Section 22.1, our total aggregate liability arising out of or in connection with the Service in any twelve-month period is limited to the amount you actually paid us for the Service in that period. For a User on the free tier who has paid nothing, that amount is nil, and the remedy is termination.

Keep your own copies of anything you care about. Projects can be exported at any time from the interface, and we encourage you to do so before any change you cannot undo.

You may cancel a subscription at any time under Section 9.6, and you may delete your Account at any time from the Account settings.

We may suspend or terminate an Account that breaches these Terms, that is being used to attack or degrade the Service or a third party, or where we are required to act by law. Where a breach can be remedied and no immediate harm is being done, we will normally warn you first and give you a chance to fix it.

We may withdraw the Service, or your access to it, for reasons unconnected with any breach by you, on thirty days' notice by email. In that case we refund the unused part of the period you have paid for, and you keep the ability to export your Projects until the notice expires.

Deleting your Account permanently removes your Account record, your Projects, your files, your conversation history, your Token ledger, your subscription record and your stored payment references from our systems, as described in the Privacy Policy. It is irreversible and it is not undone by signing up again with the same email address.

Deleting your Account does not by itself refund an unused part of a paid period. If you are entitled to a refund, ask for it under Section 11 or Section 12 before you delete, because after deletion we no longer hold the records needed to process it and will have to work from Tebex's.

Sections 18, 19, 22, 23, 26, 28, 29 and 30 survive the end of this contract, together with any clause which by its nature is intended to.

We give notice by email to the address on your Account, by a notice inside the Service, or both. Keep your email address current: a notice sent to the address on the Account is effective even if you no longer read it.

Write to [email protected], or reach us through Discord. A notice about withdrawal, cancellation, a refund or a legal claim should go to the email address, so that it is on a durable medium.

Both parties accept that electronic records are admissible evidence of what was agreed and when. Our records include the Token ledger, the subscription and cancellation record, the payment confirmations received from Tebex, the email delivery log and the administrative audit log. Where a record is disputed we will produce the relevant extract on request.

These Terms are governed by Italian law. If you are a Consumer habitually resident in another EU Member State, this choice does not deprive you of the protection of the mandatory rules of your own country's law (Article 6 of Regulation (EC) No. 593/2008, Rome I).

If you are a Consumer resident or domiciled in Italy, exclusive territorial jurisdiction lies with the court of the place where you reside or have elected domicile, under Article 66-bis of the Codice del Consumo. If you are a Consumer domiciled in another EU Member State you may bring proceedings against us either in Italy or in the courts of your own domicile, and we may bring proceedings against you only in the courts of your domicile (Articles 17 to 19 of Regulation (EU) No. 1215/2012).

For Business Users the courts of Bari, Italy have exclusive jurisdiction, that being the district of the Studio's registered office. This clause requires specific approval under Section 29.9.

Please talk to us first; most things get resolved that way. A Consumer may also seek an out-of-court settlement through an accredited ADR body under Articles 141 and following of the Codice del Consumo, such as the conciliation services of the Italian Chambers of Commerce. The European Commission's ODR platform was discontinued on 20 July 2025 by Regulation (EU) 2024/3228, so these Terms do not refer you to it.

If a clause is held invalid or unenforceable, the rest stays in force and the invalid clause is replaced by the valid one closest to its intent.

A failure or delay in enforcing a clause is not a waiver of it. A waiver is effective only if given in writing and only for the occasion it was given for.

These Terms, together with the pricing page, any Custom Plan agreed with you, and any plan-specific terms shown at checkout, are the entire agreement between us regarding the Service, and replace any earlier statement about it. This clause does not exclude liability for fraudulent misrepresentation.

Where documents conflict, they rank in this order:

1. a mandatory rule of law, in particular Consumer law;
2. a Custom Plan agreed in writing with you, on the points it covers;
3. these Terms;
4. the pricing page and the plan description shown at checkout;
5. everything else, including help pages, blog posts, Discord messages and answers from an AI assistant.

You may not assign your rights under these Terms without our consent. We may assign ours as part of a transfer of the business, without prejudice to your rights, and we will tell you if we do.

Nothing here creates a partnership, joint venture, agency or employment relationship between us.

Nobody other than you and us has any right to enforce these Terms, except that Section 22 may be relied on by the Studio's personnel and contractors.

Headings are for navigation and do not affect interpretation. Words introduced by including or such as are illustrative and do not limit what precedes them.

The clauses concerned are:

• 7.5: the concurrency limit and the rate limits on expensive models;
• 9.6: no pro-rating of a partial period on cancellation;
• 13.2: suspension of the Plan and removal of Tokens while a payment is disputed or after a reversal;
• 15.4 and 16.5: suspension of a hosted bot and revocation of an API Key;
• 21: the exclusion of implied warranties;
• 22.2 and 22.3: the exclusion of categories of loss and the financial cap on liability;
• 23: the Business User's indemnity in favour of the Studio;
• 25.2 and 25.3: suspension and termination by the Studio, for cause and for convenience;
• 28.3: exclusive jurisdiction of the courts of Bari, Italy.

How the approval is obtained. A Business User that identifies itself as such under Section 3.3 is sent a separate block reproducing this list, to be approved expressly by written confirmation in the email or ticket thread. The Studio records the approval against the Account.

If it was not obtained. Where a clause listed above required specific approval and the Studio did not obtain it, that clause is not enforced against the Business User and the position is governed by the general law instead. The remaining provisions continue to apply. Nothing in this clause affects Consumers: Article 1341 does not reduce Consumer protections, and Section 27 applies to them in any event.

Every release of these Terms carries:

• a version number;
• an effective date;
• a last-updated date.

This release is version 3.0, effective 9 August 2026, last updated 9 August 2026. A published version is not edited in place: any change of wording, however small, is issued as a new version number.

We keep every superseded version of these Terms and of the Privacy Policy, and will supply on request the text that was in force on any given date. The public archive at penguinstudios.eu/legal covers the Studio's general Terms and Conditions and Privacy Policy; the Codexe documents are held by the Studio and issued on request until a public Codexe archive is published.

A new version applies to subscription periods that start or renew on or after its effective date. It is never applied retroactively to a period you have already paid for, and it does not alter rights arising from a transaction already completed.

We notify material changes by email or by a notice in the Service before they take effect. Continuing to use the Service, or letting a subscription renew, after a new version has taken effect constitutes acceptance of it. If you do not accept a change, cancel before your next renewal.

• 3.0, effective 9 August 2026. Full restructure onto the numbering, definitions and drafting conventions of the Studio's general Terms and Conditions. Adds Sections covering the public Gallery and community features, bot hosting, the developer API, chargebacks, force majeure, AI Act transparency, notices and electronic evidence, order of precedence, and the specific approval of clauses by Business Users under Articles 1341 and 1342 of the Italian Civil Code. Corrects the former blanket prohibition on programmatic use, which contradicted the API the Studio sells. Restates cancellation, renewal and Token rules to match what the platform actually does. No increase in price, no reduction in any Token allowance, and no reduction of any Consumer right.
• 2.0, effective 4 August 2026, superseded 9 August 2026.