Terms of Service

1. Definitions

"Platform"

means the Reshape Automation websites (reshapeautomation.com, app.reshapeautomation.com, reshapex.com, app.reshapex.com), and any associated mobile/desktop apps, APIs, browser extensions, chat tool integrations, software workflows, documentation, and services we provide.

"AI Workflow Features" (or "Workflows")

are the preconfigured, Company-authored automations that connect third-party systems and perform operations without user coding.

"User Input"

means any message, file, parameter, or other data you or your Authorized Users submit via an authorized interface (e.g., Slack slash command, Microsoft Teams messaging extension, file upload).

"Output"

means any result, recommendation, decision, code snippet, log, or other material generated by the AI Workflow Features in response to User Input.

"Subscription"

means any paid plan, usage-based plan, pilot, or free-tier account for the Platform.

"We," "our," or "Company"

means Reshape Automation Inc.

"You" or "Customer"

means the individual or entity accepting these Terms (and its Authorized Users).

"Material Breach"

means a breach that (a) substantially defeats the purpose of these Terms or materially impairs the value of the agreement to the non-breaching party, and (b) cannot reasonably be remedied within the cure period.

"Prior Written Consent"

means express written authorization from Company, which may be provided via email from an authorized Company representative.

"Critical Infrastructure"

means systems that, if compromised or failed, would have a debilitating impact on national security, economic security, public health, or safety, including but not limited to power grids, transportation systems, financial networks, healthcare systems, and emergency services.

2. Acceptance & Eligibility

By accessing or using the Platform, you agree to these Terms on behalf of yourself and any organization you represent. You must be at least 18 years old and have authority to bind your organization.

3. Account Registration & Security

• Accurate Information. Provide true, complete, and up-to-date information when creating an account—and keep it that way.
• Credentials. Keep your login credentials confidential. You're responsible for all activity under your account. Notify us immediately of unauthorized use.

4. License, Intellectual Property & Feedback

• License Grant. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable, limited license to access and use the Platform for your internal business purposes.
• Restrictions. You may not (a) reverse-engineer, decompile, or attempt to discover source code; (b) resell or sublicense the Platform; (c) build a competing product or service; (d) use automated scraping or bulk-export tools except as expressly permitted; or (e) attempt to create or modify Workflows unless we have provided a documented interface enabling that functionality.
• Reservation of Rights. We (and our licensors) retain all right, title, and interest in and to the Platform. Only rights expressly granted are provided.
• Feedback. If you or your Authorized Users provide feedback, suggestions, or ideas specifically about Platform improvements ("Platform Feedback"), you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and implement such Platform Feedback solely for the purpose of improving the Platform. This license excludes any confidential information marked as such and any feedback containing your proprietary business processes or data. You retain all other rights in your feedback, and we will not publicly attribute feedback to you without your consent.

5. User Content & Data Rights

• Ownership. Except for the license below, you retain all rights to your User Input and any data imported from your systems.
• License to Company. You grant us a worldwide, non-exclusive, royalty-free license to host, process, display, and transmit your User Input solely to operate, maintain, and improve the Platform. Model Training Opt-Out: You may opt out of having your data used to refine or train AI models by contacting us at privacy@reshapeautomation.com. Data marked as confidential or containing personal information will not be used for model training unless explicitly permitted by you.
• Data Isolation. We maintain logical separation of customer data and do not use one customer's data to improve services for other customers without explicit consent.
• Responsibility. You're responsible for the accuracy, legality, and integrity of your User Input and for obtaining any required consents.
• Data Security & Privacy. We maintain industry-standard technical and organizational measures to protect your data. Personal information is handled per our Privacy Policy, incorporated here by reference. If you process EU/UK personal data, our Data Processing Addendum (including SCCs/UK IDTA) automatically applies.
• Data Retention and Deletion. We retain your data for the duration of your Subscription and for 30 days thereafter for data portability purposes. Upon written request, we will delete your data within 90 days of account termination, except where retention is required by law or for legitimate business purposes (e.g., billing records, fraud prevention).
• Security Incident Notification. We will notify you within 72 hours of discovering any security incident that may affect your data, providing details of the incident, potential impact, and remediation steps.

6. AI Workflow Features

• Operation & Triggers. Workflows are authored and maintained by Company. You may trigger a Workflow by submitting User Input through an authorized integration or API. Unless expressly enabled in writing, you cannot create or edit Workflows.
• Input/Output Ownership. As between the parties, you own the User Input and, subject to third-party rights, the corresponding Output.
• Similarity Warning. Because Workflows rely on machine-learning models, identical or similar Outputs may be generated for different customers. Outputs are not guaranteed to be unique, confidential, or free of third-party IP.
• Accuracy & Verification. Outputs are machine-generated predictions that may be inaccurate, incomplete, biased, or inappropriate. You must independently review and verify Outputs before using them.
• Autonomous Actions. Some Workflows can perform actions (e.g., send emails, update CRM records). You are responsible for configuring approval gates and monitoring Workflow behavior.
• Third-Party Providers. We may rely on third-party model or payment providers listed in Exhibit A. Their terms govern your direct relationship with them. If their terms conflict with ours regarding Platform use, these Terms control our relationship with you. We will provide 30 days' notice of material changes to third-party provider terms that affect your use of the Platform. If such changes are unacceptable to you, you may terminate your Subscription with 30 days' written notice.
• Service Availability. We target 99.5% uptime for the Platform (excluding scheduled maintenance and emergency maintenance). While we strive to meet this target, we will use commercially reasonable efforts to minimize service disruptions. Scheduled maintenance will be announced at least 48 hours in advance via email or in-app notification, except for emergency maintenance required for security or stability.
• Prohibited Uses. You may not use the AI Workflow Features to (a) violate any law (including spam/TCPA rules), (b) create or disseminate malicious code, (c) violate privacy or IP rights, (d) facilitate discrimination, or (e) operate Critical Infrastructure without our Prior Written Consent.

7. Fees, Billing & Taxes

• Plans & Payments. Fees and billing cycles are stated on your order form or in-app checkout. You authorize us (and our payment processors such as Stripe, Inc.) to charge your payment method.
• Late Payments. Overdue amounts may accrue 1.5% interest per month (or the maximum legal rate) plus reasonable collection costs.
• Taxes. Fees exclude all applicable taxes, for which you are responsible, except taxes on our net income.

8. Acceptable Use Policy

You agree not to:

• Infringe, violate, or misappropriate IP or other rights
• Upload personal data without proper consent or legal basis
• Interfere with or disrupt the Platform or attempt to gain unauthorized access
• Send unlawful or unsolicited commercial messages (spam) via any Workflow or integration
• Use the Platform to develop, train, or benchmark competing AI models without our Prior Written Consent
• Violate any applicable law, regulation, or industry code

We may investigate suspected breaches and suspend or terminate access.

9. Confidentiality

Non-public information that is designated confidential or reasonably should be understood as confidential is "Confidential Information." The receiving party will protect it with reasonable care and use it only to exercise rights and fulfill obligations under these Terms.

10. Audit Rights

Upon reasonable advance notice and no more than once per year, enterprise customers with annual contract values exceeding $100,000 may audit our security and data handling practices related to their data, at Customer's expense, either through third-party security certifications or, if unavailable, through reasonable on-site or virtual audits during normal business hours. Such audits must be conducted under confidentiality agreements and may not unreasonably disrupt our operations (meaning they cannot interfere with critical business operations or require more than 8 hours of our personnel time per audit without additional agreement). Penetration testing requires our Prior Written Consent.

11. Data Localization

For customers with specific data residency requirements, we offer data processing within specified geographic regions subject to additional terms and fees. Contact us at enterprise@reshapeautomation.com for details.

12. Warranties & Disclaimers

• Limited Platform Warranty. We warrant that the Platform will materially conform to its documentation during your Subscription term. Your exclusive remedy is for us to use reasonable efforts to correct non-conformities.
• Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PLATFORM (INCLUDING AI WORKFLOW FEATURES) IS PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES—EXPRESS, IMPLIED, OR STATUTORY—INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
• No Professional Advice. Outputs and recommendations are for informational purposes and do not constitute legal, financial, engineering, or other professional advice.

13. Limitation of Liability

• Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY.
• Aggregate Cap. EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID BY YOU TO US IN THAT PERIOD OR (B) USD 10,000.
• Exceptions. The foregoing limits do not apply to (a) your payment obligations; (b) either party's willful misconduct or gross negligence; or (c) your indemnification obligations.

14. Indemnification

You will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, and employees from any third-party claim arising from (a) your User Input; (b) your misuse of the Platform or Outputs; or (c) your breach of these Terms or applicable law.

15. Term & Termination

These Terms remain in effect until your Subscription ends or your account is terminated. Either party may terminate for Material Breach after 30 days' written notice if the breach remains uncured. We may suspend or terminate immediately for cause (e.g., illegal activity, security risk).

Upon termination: (a) your license ends; (b) you must stop using the Platform; (c) we will make your data available for export for 30 days and then delete or anonymize it per Section 5.6; and (d) sections intended to survive (including 4–12, 14–19) remain in effect.

16. Dispute Resolution & Arbitration

Most disputes can be resolved informally. If we can't resolve a dispute within 60 days, either party may elect binding arbitration administered by JAMS under its Streamlined Rules. Arbitration will be in English, in San Francisco, California (or remote), unless we agree otherwise.

Equitable Relief Exception

Either party may seek preliminary injunctive relief or other equitable remedies in a court of competent jurisdiction to protect intellectual property rights or confidential information.

Class Action Waiver

Disputes will be resolved only on an individual basis; class, collective, or representative actions are not permitted.

Opt-Out

You may opt out of this Section by emailing legal@reshapeautomation.com within 30 days of first accepting these Terms.

The Federal Arbitration Act governs interpretation and enforcement of this Section. Either party may bring a claim in small-claims court for matters within that court's jurisdiction.

17. Modifications to Terms or Platform

We may update these Terms or modify the Platform. For material changes, we'll give at least 30 days' notice (email or in-app). Your continued use after the effective date constitutes acceptance. We will regularly review and update these Terms to address evolving AI regulatory requirements.

18. Third-Party Links & Content

The Platform or documentation may contain links to third-party websites or services that we don't control. We're not responsible for the content, policies, or practices of any third-party sites or services, and your dealings with them are solely between you and the third party.

19. DMCA & Copyright Policy

If you believe material on the Platform infringes your copyright, send a written notice containing the information required by 17 U.S.C. § 512(c)(3) to our designated agent:

We will respond to valid notices and may remove or disable access to allegedly infringing material. We may terminate repeat infringers' accounts in appropriate circumstances.

20. General Provisions

• Governing Law. These Terms are governed by California law, excluding conflict-of-laws rules.
• Export & Sanctions Compliance. You may not use the Platform in violation of U.S. export controls, OFAC sanctions, or SDN restrictions.
• Assignment. You may not assign these Terms without our written consent; we may assign freely.
• Entire Agreement. These Terms, any order form, our Privacy Policy, any DPA, and Exhibit A constitute the entire agreement and supersede all prior agreements on this subject.
• Severability. If any provision is unenforceable, the remainder stays in effect.
• Notices. Send legal notices to legal@reshapeautomation.com and Reshape Automation Inc., 460 Center St., PO Box #6845, Moraga, CA 94570 USA
• Force Majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control.

Exhibit A — Third-Party Providers (incorporated by reference)