Terms of Service

Last updated: July 13, 2026 | Version 1.2

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and SovrinTech LLC ("Company", "we", "us", or "our") governing your access to and use of the Charles website, desktop application, command-line interface, APIs, and all related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and our End User License Agreement. If you do not agree to all of these terms, you may not use the Service.

2. Eligibility

You must be at least 18 years old (or the legal age in your jurisdiction) to use the Service. The Service is not directed to children under 13, and we do not knowingly collect personal information from children under 13. By using the Service, you represent and warrant that:

  • You are at least 18 years old, or the legal age in your jurisdiction, and are not a minor
  • You have the capacity to enter into a binding contract
  • You will use the Service only for lawful purposes
  • All information you provide is accurate, current, and complete
  • You are not barred from using the Service under applicable laws

3. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

  • Create a strong, unique password and keep it secure
  • Notify us immediately of any unauthorized access or security breach
  • Not share your account credentials with any third party
  • Not use another person's account without authorization
  • Accept that the number of concurrently authorized devices is limited by your subscription tier (Core: 1, Pro: 3, Max: 5, Team: custom)

We reserve the right to disable any account if we suspect unauthorized access, fraud, or violation of these Terms.

4. Subscriptions and Payments

Billing: Paid plans are billed in advance on a recurring monthly basis through Stripe. You authorize us to charge your selected payment method.

Cancellation: You may cancel your subscription at any time. Access continues until the end of the current billing period. No prorated refunds for partial months.

Founding open beta billing: Charles is currently offered as a paid founding open beta. There is no free trial. You are charged for Pro or Max at checkout. Within 7 days of your first paid charge, you may email support@sovrintech.com for a full refund (money-back guarantee), after which normal cancellation terms apply for the remainder of the billing period. Managed AI usage is measured as weighted tokens (input plus output weighted more heavily), as described on the Pricing page.

Refunds: We offer a 7-day money-back guarantee on all paid plans. If you are not satisfied, contact billing@sovrintech.com within 7 days of your first payment for a full refund. After 7 days, refunds are handled on a case-by-case basis.

Price Changes: We may modify subscription prices with 30 days' advance notice. Continued use after a price change constitutes acceptance.

Token Limits: Each subscription tier includes a monthly managed-token allowance. Core usage hard-stops at the allowance. Paid plans can continue with wallet overage that you control. Overage is measured as weighted tokens and charged at the discounted per-million rate shown on the Pricing page.

5. Acceptable Use

You agree not to use the Service to:

  • Violate any applicable law, regulation, or third-party right
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
  • Circumvent usage limits, authentication, or security features
  • Distribute, sublicense, lease, or sell the Software or access to the Service
  • Use the Service to develop a competing product or service
  • Transmit malware, viruses, or other harmful code
  • Engage in unauthorized scraping, data mining, or automated access
  • Harass, abuse, or harm another person

Violation of these restrictions may result in immediate suspension or termination of your account without refund.

6. Intellectual Property

All intellectual property rights in the Service, including but not limited to software, trademarks, logos, documentation, and user interfaces, are owned by SovrinTech LLC or its licensors. These Terms do not grant you any right, title, or interest in our intellectual property.

You retain ownership of all content you create using the Service. We claim no rights to your source code, projects, or outputs.

Product improvement & future models (v1.2): You grant SovrinTech LLC a limited right to use de-identified operational signals (for example success/failure of turns, tool usage counters, routing metadata, platform, and app version) and, where you have not opted out of product-improvement analytics, carefully processed service data from managed AI requests to improve Charles and to develop future Charles-trained models. This does not apply to BYOK traffic. We do not claim ownership of your code or ship your private projects as training data to third parties for their general models. Details are in the Privacy Policy.

7. Preview Features

Features marked as preview, beta, or early access are provided for evaluation purposes and may contain bugs, errors, or inaccuracies. Preview features are provided "as is" without warranties of any kind. We may modify, suspend, or discontinue preview features at any time without notice.

Your use of preview features is subject to the same acceptable-use, payment, and termination terms as the rest of the Service.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. AI-GENERATED OUTPUTS MAY CONTAIN INACCURACIES, AND YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ANY CODE OR CONTENT GENERATED BY THE SERVICE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOVRINTECH LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED US DOLLARS ($100).

10. Indemnification

You agree to indemnify, defend, and hold harmless SovrinTech LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, or your violation of any rights of another.

11. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Upon termination:

  • Your right to use the Service immediately ceases
  • All licenses granted to you under these Terms terminate
  • You must cease all use of the Software and destroy all copies
  • Provisions that by their nature should survive termination shall survive

12. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms shall first be subject to good faith negotiation. If unresolved, disputes shall be settled by binding arbitration in accordance with the American Arbitration Association rules. The arbitration shall take place in Wilmington, Delaware.

Class Action and Jury Trial Waiver: To the extent permitted by law, you agree that any proceedings to resolve disputes will be conducted only on an individual basis and not as a class action, consolidated action, or representative action. You further waive any right to a jury trial.

Attorneys' Fees: In any dispute, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

13. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated via email or in-app notification at least 30 days before becoming effective. Your continued use of the Service after changes constitutes acceptance. If you do not agree to the modified Terms, you must stop using the Service.

14. General Provisions

Severability: If any provision is held invalid, the remainder shall continue in full force.

Waiver: No waiver of any term shall be deemed a continuing waiver.

Assignment: You may not assign these Terms without our consent. We may assign them without restriction.

Entire Agreement: These Terms, together with the Privacy Policy and EULA, constitute the entire agreement.

15. Contact

For questions about these Terms, contact us at legal@sovrintech.com.