Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Shiftcore UG (haftungsbeschränkt) ("Ripli," "we," "us," or "our"), a company incorporated under the laws of Germany, governing your access to and use of the Ripli platform and related services (collectively, the "Service").

By creating an account, clicking "I agree," or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, you may not use the Service.

2. Service Description

Ripli is a B2B social media management platform that provides:

• A unified inbox to manage comments and direct messages across Instagram, Facebook (including Meta Ads), LinkedIn (including LinkedIn Ads and personal accounts), YouTube, and TikTok (including TikTok Ads)
• AI-powered response suggestions and automated reply workflows
• Comment moderation tools (hiding, deleting, filtering comments)
• Context and tone configuration per connected social media account
• Multi-account management within a single workspace

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice where practicable.

3. Eligibility and Account Registration

The Service is intended for business use only. By using Ripli, you represent that:

• You are at least 18 years of age
• You are using the Service for commercial or business purposes, not as an individual consumer
• You have the authority to enter into these Terms on behalf of your organization
• All registration information you provide is accurate and complete

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at office@shiftcore.de of any unauthorized use of your account.

4. Free Trial

We may offer a free trial period (currently 7 days). The following conditions apply:

• A valid payment method must be provided at trial sign-up
• You will not be charged until the trial period ends
• If you do not cancel before the trial ends, your subscription will automatically begin and your payment method will be charged
• We reserve the right to modify or discontinue free trial offers at any time
• Only one free trial per organization is permitted

5. Subscription and Payment Terms

Ripli operates on a recurring subscription basis. By subscribing, you agree to the following:

• Subscriptions automatically renew at the end of each billing period (monthly or annually) unless cancelled
• All fees are stated in US Dollars (USD) and are exclusive of applicable taxes
• Payment is processed securely by Stripe. By providing payment information, you authorize us to charge your payment method for all applicable fees
• You must provide accurate and complete billing information and keep it up to date
• Failed payments may result in suspension or termination of your account

5.1 Price Changes

We may change subscription prices at any time. We will provide at least 30 days' advance notice of any price changes via email to your registered address. Your continued use of the Service after the price change takes effect constitutes your acceptance of the new pricing.

5.2 Refunds

As this is a B2B service, the statutory consumer right of withdrawal does not apply. All subscription fees are non-refundable except where required by applicable law or at our sole discretion. If you believe you have been charged in error, please contact us at office@shiftcore.de within 14 days of the charge.

6. Acceptable Use Policy

You agree to use the Service only for lawful business purposes and in accordance with these Terms. You must not use the Service to:

• Send unsolicited commercial messages (spam) or engage in any form of mass unsolicited communication
• Manipulate engagement metrics in a way that violates the terms of any connected social media platform
• Harass, intimidate, or harm individuals via automated responses
• Violate any applicable local, national, or international law or regulation
• Infringe the intellectual property or privacy rights of any third party
• Attempt to gain unauthorized access to any part of the Service or its infrastructure
• Reverse engineer, decompile, or disassemble any component of the Service
• Resell, sublicense, or otherwise transfer access to the Service to third parties without our prior written consent
• Use the Service in a way that intentionally degrades the performance for other users

We reserve the right to suspend or terminate accounts that violate this policy without prior notice.

7. Third-Party Platform Compliance

Ripli integrates with third-party social media platforms. You are solely responsible for ensuring that your use of the Service complies with the terms, policies, and guidelines of all connected platforms, including but not limited to:

• Meta (Facebook & Instagram) Platform Policy
• LinkedIn User Agreement and API Terms of Use
• TikTok Terms of Service and Developer Policy
• YouTube Terms of Service and API Services Terms

Changes to third-party platform APIs or policies may affect the functionality of our Service. We are not liable for any disruption to the Service caused by changes to third-party platforms or any action taken by a platform against your account.

8. AI-Generated Content

Ripli uses AI technology (including OpenAI APIs) to generate response suggestions. You acknowledge and agree that:

• AI-generated responses are suggestions only. You are solely responsible for reviewing and approving any content before it is published on your social media accounts
• We make no warranty regarding the accuracy, completeness, appropriateness, or fitness of any AI-generated content for a particular purpose
• You may not use AI-generated responses to spread misinformation, engage in deceptive practices, or violate any applicable laws or platform policies
• We are not liable for any damages, reputational harm, or legal consequences arising from content published through the Service, whether manually or via automation

9. Beta Features

We may make certain features available as "beta" or "preview" features. Beta features are provided as-is and may be modified, limited, or removed at any time without notice or liability. They may not meet the same stability or performance standards as our generally available features. Your use of beta features is at your own risk, and we encourage you to provide feedback to help us improve them.

10. Usage Limits

Each subscription plan includes specific usage limits for AI-generated replies and comment moderation actions. These limits reset on a weekly basis (every Monday at 00:00 UTC). Current limits are displayed in the application and may be updated from time to time. Exceeding limits may result in temporary restriction of AI features until the next reset period. We reserve the right to enforce fair usage policies to protect service quality for all customers.

11. Service Availability (SLA)

We strive to provide a reliable and highly available service, with a target uptime of 99.5% measured on a monthly basis, excluding scheduled maintenance and circumstances beyond our reasonable control (force majeure events, third-party platform outages, etc.).

Planned maintenance will be announced with at least 24 hours' notice where possible, and will be scheduled during low-traffic periods.

In the event of significant unplanned downtime, we will communicate updates via our status page or email. We do not currently offer financial service credits for downtime, but reserve the right to introduce a formal SLA with credits at a later date.

12. Intellectual Property

Our IP: Ripli and its licensors retain all rights, title, and interest in the Service, including all software, designs, algorithms, trademarks, and documentation. These Terms do not grant you any rights to our intellectual property except for the limited right to use the Service as described herein.

Your IP: You retain all rights to the content and data you input into or generate through the Service. By connecting your social media accounts, you grant us a limited, non-exclusive license to access and process that content solely for the purpose of providing the Service to you.

13. Data Privacy and GDPR

As a company headquartered in Germany, we comply with the General Data Protection Regulation (GDPR) and applicable German data protection law. Our collection, use, and processing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Where applicable, you act as a data controller and Ripli acts as a data processor for personal data processed through the Service. A Data Processing Agreement (DPA) is available upon request at privacy@shiftcore.de.

14. Confidentiality

Each party agrees to keep confidential and not to disclose to any third party any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This obligation does not apply to information that is publicly available, already known to the recipient, or required to be disclosed by law.

15. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RIPLI OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO RIPLI IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17. Indemnification

You agree to indemnify, defend, and hold harmless Ripli and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; or (d) content published through your account.

18. Cancellation and Termination

Your right to cancel: You may cancel your subscription at any time through your account settings or by contacting us at office@shiftcore.de. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the period ends. No partial refunds are provided.

Our right to terminate: We may suspend or terminate your access to the Service immediately, with or without notice, if you materially breach these Terms, fail to pay fees, or engage in conduct we reasonably believe is harmful to us, our users, or third parties.

Effect of termination: Upon termination, your right to access the Service ceases immediately. Your data will be retained for up to 30 days after account closure, after which it will be permanently deleted, except where retention is required by law.

19. Dispute Resolution and Arbitration

Informal Resolution: Before initiating any formal dispute, you agree to contact us at office@shiftcore.de and attempt to resolve the dispute informally for at least 30 days.

Binding Arbitration: If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be finally resolved by binding arbitration administered by a mutually agreed arbitration institution under its applicable rules. The arbitration shall be conducted in English.

Exceptions: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

20. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of law provisions. To the extent that arbitration does not apply, the parties submit to the exclusive jurisdiction of the courts located in Germany for the resolution of any disputes. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

21. Changes to Terms

We reserve the right to update these Terms at any time. We will provide at least 30 days' notice of material changes via email to your registered address or a prominent notice within the Service. If you continue to use the Service after the updated Terms take effect, you accept the revised Terms. If you do not agree to the changes, you may cancel your subscription before they take effect.

22. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable Order Form or DPA, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter
• Severability: If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force
• No Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign our rights under these Terms
• Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control

23. Contact Us

If you have any questions about these Terms, please contact us: