0. Operator and Regional Application
Except as stated in the Mainland China Terms section, the Rshift website, brand workspace, related APIs, integrations, and online services are operated by, and you contract with, Grid Heap, Inc., a Delaware corporation.
If your billing address or principal residence is outside mainland China (the People's Republic of China, excluding Hong Kong, Macau, and Taiwan), you contract with Grid Heap, Inc. and the Grid Heap governing law and dispute resolution terms apply.
If your billing address or principal residence is in mainland China, also review Section 15, Mainland China Terms. That dedicated section covers local compliance, payment, invoicing, dispute resolution, and related operating requirements.
1. The Services
Rshift is an AI-native workspace platform for brand teams. The Services may include workspace administration, shared projects and documents, brand knowledge sources, scenes and storyboards, custom skills, MCP workflows, content generation, review, approvals, analytics, notifications, and integrations with third-party platforms.
We may modify features, interfaces, limits, support practices, and availability as the product evolves or in response to legal requirements, security concerns, or third-party dependency changes.
2. Eligibility, Accounts, and Organizational Responsibility
You must be at least 18 years old, legally capable of entering into a binding agreement, and must use Rshift in accordance with applicable law and your organization's internal authority structure. Enterprise or brand administrators are responsible for configuring members, roles, permissions, reviewers, and integration settings appropriately.
You must safeguard account credentials, access tokens, keys, third-party authorization data, and device access. You are responsible for activities occurring under your account or organizational workspace and must notify us promptly if you believe there has been unauthorized access or credential compromise.
3. Customer Content and Instructions
You retain rights in the brand materials, rules, prompts, copy, assets, configurations, business data, and other customer content you submit to Rshift, provided that such content is lawful and you have the necessary rights and permissions.
You grant us a worldwide, non-exclusive license to host, reproduce, transmit, store, format, display, and otherwise process customer content as necessary to provide, secure, maintain, and improve Rshift in accordance with your instructions.
You represent and warrant that content you upload, sync, generate, publish, or direct us to process does not infringe third-party intellectual property, privacy, trade secret, or other rights and does not violate applicable law, industry rules, platform policies, or contractual commitments you owe to others.
4. AI Features and Outputs
Some Rshift functionality depends on large language models, automation systems, or external inference services. AI outputs are probabilistic and may be inaccurate, incomplete, outdated, biased, or unsuitable for a particular use case, and therefore should not be treated as professional advice or production-ready material without review. You remain responsible for brand review, factual validation, compliance review, and human oversight before adoption or publication.
You are responsible for all decisions to adopt, edit, publish, distribute, archive, or rely on outputs, including fact-checking, brand review, legal and regulatory review, advertising review, human oversight, and any AI labeling, disclosure, or notice obligations required by law or platform policy.
Unless we expressly agree otherwise in writing, Rshift does not guarantee that outputs will be unique, protectable by intellectual property law, accepted by any external platform, or suitable for any regulated workflow.
5. Third-Party Services and Platform Integrations
Rshift may allow you to connect third-party platforms, data sources, ad accounts, content accounts, messaging services, or other external capabilities, including OceanEngine, Xiaohongshu Juguang, Xiaohongshu Pugongying, and WeChat Official Account services.
You are responsible for the legality and scope of each integration, the validity of connected credentials and tokens, the origin and authorized use of imported data, and your authority to instruct Rshift to access, sync, display, process, or return information. Rshift does not control third-party platform availability, approval decisions, policy changes, fees, or API behavior.
6. Acceptable Use
- Do not use Rshift to generate, store, publish, or facilitate unlawful, harmful, fraudulent, defamatory, discriminatory, violent, obscene, infringing, or misleading content.
- Do not bypass permissions, probe for vulnerabilities, scrape unauthorized data, overload the Services, abuse APIs, introduce malicious code, or interfere with our systems, models, customers, or third-party services.
- Do not upload, process, sync, or export personal information, sensitive personal information, trade secrets, or regulated data without a lawful basis, appropriate notice, and any required authorization.
- Do not remove, disable, or alter labels, watermarks, metadata, audit trails, provenance signals, or access restrictions required by Rshift, model providers, third-party platforms, or applicable law.
- Do not violate advertising, consumer protection, endorsement, influencer marketing, platform disclosure, AI-generated content labeling, or similar legal, regulatory, or platform requirements.
- Do not use Rshift in high-risk or regulated settings that require specific licenses, approvals, or legally mandated human review unless you have independently satisfied those obligations.
7. Intellectual Property
Rshift and its software, interfaces, workflow designs, general templates, documentation, trademarks, service marks, compiled materials, and underlying technology are owned by us or our licensors. Except for the limited usage rights expressly granted in these Terms, no ownership or underlying intellectual property rights are transferred to you.
As between you and Rshift, and to the extent permitted by law, you retain rights in customer content and may use outputs generated through the Services in accordance with your business arrangements. You understand, however, that outputs may be similar or identical to outputs generated for other users and may be subject to third-party rights, platform rules, or legal constraints.
We may use de-identified, anonymized, or aggregated usage, performance, and statistical data for service operations, capacity planning, security, finance, and product improvement, provided that we do not publicly disclose such data as material that directly identifies you or your customers.
8. Fees, Payment, and Commercial Terms
If your plan, order form, quote, or other commercial document includes pricing, usage limits, trial periods, taxes, payment terms, overage rules, or service tiers, those commercial terms are part of these Terms.
Payment processing: Except as stated in the Mainland China Terms, payments are processed by Stripe, our third-party payment processor. Payment information you provide to a payment processor is governed by that processor's privacy policy and terms of service.
Unless otherwise agreed in writing, fees already incurred are generally non-refundable. We may suspend, downgrade, throttle, or terminate access after reasonable notice if payment is overdue, usage exceeds agreed limits, or other commercial conditions in the applicable order require action.
9. Confidentiality and Security
Non-public business, technical, account, product, customer, and operational information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential must be protected as confidential information. The receiving party must use at least reasonable care and no less than the care it uses to protect its own similar information.
Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already lawfully known, rightfully obtained without confidentiality duties, or independently developed. If disclosure is required by law or legal process, the receiving party should provide advance notice where legally permitted.
10. Suspension and Termination
We may restrict, suspend, or terminate some or all of the Services if we reasonably believe you or your organization has violated these Terms, created a security risk, failed to pay amounts due, infringed third-party rights, abused model or integration functionality, exposed us or others to legal risk, or if applicable law requires action.
You may stop using the Services at any time. If you want to close an account, deactivate a workspace, or stop certain processing activities, you may use available product controls, organizational admin processes, or contact us. Provisions that by their nature should survive termination, such as confidentiality, intellectual property, limitations of liability, and dispute resolution, will survive.
11. Disclaimers
To the maximum extent permitted by law, Rshift and related services are provided on an "as is" and "as available" basis. Unless expressly stated in signed commercial documents, we do not warrant uninterrupted availability, error-free operation, absolute security, complete accuracy, approval by any external platform, or achievement of any specific commercial objective.
We are not responsible for service limitations, delays, or failures caused by third-party platform policy changes, API modifications, authorization failures, takedowns, suspensions, network outages, force majeure events, hacking incidents, regulatory actions, or other circumstances beyond our reasonable control, although we may work reasonably to mitigate the impact.
12. Limitation of Liability
To the maximum extent permitted by law, Rshift will not be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of profits, revenue, goodwill, data, opportunities, or replacement costs, whether based in contract, tort, or any other theory.
Except as stated in the Mainland China Terms, Grid Heap's total cumulative liability arising out of or related to the Services will not exceed the greater of: (a) the amount actually paid by you or your organization to Grid Heap for the relevant Services during the twelve months preceding the event giving rise to the claim; or (b) USD $1,000.
13. Indemnification
To the extent permitted by law, you will defend, indemnify, and hold harmless Rshift, its affiliates, and their personnel from third-party claims, investigations, penalties, losses, costs, and liabilities arising from your customer content, platform connections, publication activity, use of the Services, breach of these Terms, or violation of applicable law.
14. Governing Law and Dispute Resolution (Grid Heap)
Except as stated in the Mainland China Terms, this section applies to disputes between you and Grid Heap arising out of or related to these Terms or the Services.
- These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
- Except for the carve-outs below, any dispute, claim, or controversy arising out of or related to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before one arbitrator, in Wilmington, Delaware, USA, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
- [Class-Action Waiver] All claims must be brought in your individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class waiver is held unenforceable, then the entire arbitration agreement (other than the small-claims and injunctive carve-outs) will be null and void.
- [30-Day Opt-Out] You may opt out of this arbitration agreement and class waiver by sending an email to legal@gridheap.com within 30 days after first accepting these Terms, with the subject line "Arbitration Opt-Out" and including your full name and the email address associated with your account. If you timely opt out, disputes between you and Grid Heap will be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
- [Carve-Outs] The following are not subject to arbitration: (a) claims that qualify for and are brought in a small-claims court of competent jurisdiction in your or our locale; and (b) actions by either party seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property, trade secrets, or to prevent unauthorized access to or use of the Services.
15. Mainland China Terms
If your billing address or principal residence is in mainland China (the People's Republic of China, excluding Hong Kong, Macau, and Taiwan), this Section 15 takes priority for your use of Rshift. Shanghai Gezihui Technology Co., Ltd. (上海格子汇科技有限公司) ("Shanghai Gezihui") acts as the local compliance operator for mainland China and handles contracting, payments, invoicing, compliance support, regulatory communications, and local dispute handling in that region.
- Contracting party: Within the scope of this Section 15, your contracting party is Shanghai Gezihui. The rest of these Terms continues to apply, but this Section 15 controls if there is a conflict.
- Payment processing: Payments in mainland China may be processed through Stripe or PRC-licensed payment channels. Payment information you provide to a payment processor is governed by that processor's privacy policy and terms of service.
- Liability cap: Except for liability that cannot legally be limited (including liability arising from willful misconduct or gross negligence under PRC law), Shanghai Gezihui's total cumulative liability arising out of or related to the Services will not exceed the greater of: (a) the amount actually paid by you or your organization to Shanghai Gezihui for the relevant Services during the twelve months preceding the event giving rise to the claim; or (b) RMB 7,000.
- Governing law and disputes: These Terms are governed by the laws of the People's Republic of China, excluding conflict-of-law rules. The parties will first attempt good-faith consultation. If that fails, disputes are submitted to the exclusive jurisdiction of the competent People's Courts located in Shanghai (no arbitration before any China-based arbitration commission applies).
- Legal contact: legal@gridheap.com.
16. Export Controls, Trade Compliance, and Anti-Corruption
You must comply with U.S. export controls, anti-bribery and anti-corruption laws, and applicable trade compliance laws in your location. You may not access or use Rshift in any jurisdiction, for any person or entity, or for any end use or end user that is restricted or otherwise prohibited under U.S. or applicable law.
You represent that you are not a restricted party under applicable trade compliance laws and that you will not use Rshift to evade export controls, restricted-party rules, or anti-corruption requirements.
17. Changes to These Terms
We may update these Terms as our products, legal requirements, operations, or security practices change. Updated versions will be posted on this page, and we will provide reasonable notice where required by law or where a change is material.
If applicable law requires separate consent, or if a change materially reduces core rights for Services you have already purchased, we will handle that change under applicable law and the relevant commercial documents.
18. Miscellaneous
These Terms form part of the overall agreement between you and Rshift concerning the Services and should be read together with applicable orders, statements of work, policy documents, and supplemental terms. If any provision is held unenforceable, the remaining provisions will remain in effect.
Our failure to enforce a provision is not a waiver of that provision. You may not assign these Terms without our prior written consent, except that your organization may transfer the relevant service relationship in connection with a lawful merger, restructuring, or asset transfer that also transfers the business using the Services.
19. Contact
Grid Heap, Inc. (Delaware corporation) — legal contact: legal@gridheap.com.
Mainland China local compliance matters may also be sent to legal@gridheap.com and will be handled under Section 15.