Software & Content License Agreement

Overview

This License Agreement (“Agreement”) is entered into between us (the “Licensor”) and you (the “Licensee”) upon the completion and full payment of services rendered. This Agreement governs the use of all deliverables, including but not limited to websites, applications, designs, code, and content created as part of our services.

3. License Grant

3.1 License to the Platform & Tools

Subject to your continued compliance with this Agreement and the Terms (including timely payment of fees), Citron grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Citron website, payment portal, client dashboard, and AI assistant;
• Use any browser-based tools or dashboards provided by Citron; and
• Use any downloadable or embedded components we explicitly provide for your use

solely for your own internal business purposes, and solely in connection with receiving the Services from Citron.

3.2 License to Work Product

Unless otherwise stated in a signed written agreement:

• Upon full payment of all amounts due for a project, Citron grants you a perpetual, non-exclusive, worldwide license to use the final Work Product for your own business purposes (for example, to operate your website, display your brand, or run your campaigns).
• This license does not grant you rights to Citron's underlying generic libraries, frameworks, processes, or tools used to create the Work Product, nor to reuse our proprietary components for third parties or resale (except as explicitly agreed in writing).

4. Permitted Uses

Subject to this Agreement, you may:

1. Allow Authorized Users to access and use the Licensed Materials solely on your behalf.
2. Use the Licensed Materials to manage your project, submit intake information, review deliverables, approve designs, and process payments.
3. Use the Work Product in the ordinary course of operating and marketing your own business (e.g., running your website, app, or branding created by Citron).
4. Make a reasonable number of backup copies of any delivered assets or files, solely for archival and recovery purposes.

Any use not expressly permitted in this Agreement is considered prohibited.

5. Prohibited Uses

You may not:

1. Copy, modify, or create derivative works of the Licensed Materials except to the extent expressly permitted for the Work Product or required by law.
2. Reverse engineer, decompile, or disassemble any part of the Licensed Materials, except to the limited extent that applicable law expressly permits despite this restriction.
3. Sell, resell, rent, lease, license, sublicense, or otherwise distribute the Licensed Materials or any portion thereof to any third party (including in a “Software as a Service” or similar model), unless expressly authorized in a separate written agreement.
4. Use the Licensed Materials to build or train competing products or services, or to assist any third party in doing so.
5. Remove, obscure, or alter any proprietary notices, trademarks, or copyright markings on or in the Licensed Materials or Work Product.
6. Use the Licensed Materials in any way that violates applicable law, infringes the rights of others, or supports harmful, abusive, or discriminatory behavior.
7. Circumvent or attempt to circumvent any technical protection or usage limits built into the Licensed Materials.

If Citron reasonably believes you are using the Licensed Materials in a prohibited manner, we may suspend or terminate your license as described below.

6. Ownership

6.1 Citron Ownership

As between you and Citron:

• Citron owns all right, title, and interest (including all intellectual property rights) in and to the Licensed Materials, Citron's methods, processes, frameworks, templates, code libraries, design systems, and any improvements or modifications thereto, whether developed before, during, or after your engagement.
• No rights are granted to you other than those expressly stated in this Agreement.

6.2 Client Materials & Data

You retain all rights in any Client Materials you provide to Citron. You grant Citron a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify Client Materials solely as necessary to provide the Services and Licensed Materials to you.

6.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Licensed Materials or Services (“Feedback”), you grant Citron a perpetual, irrevocable, worldwide, royalty-free license to use that Feedback for any purpose, without obligation or compensation to you.

7. AI Assistant & Generated Outputs

The Licensed Materials may include an AI-powered assistant and automated tools that generate text, suggestions, or configurations (collectively, “AI Outputs”).

You acknowledge and agree:

1. AI Outputs are generated automatically and may be inaccurate, incomplete, or inappropriate for your specific needs.
2. AI Outputs are provided “as-is” and are not professional advice (legal, financial, technical, or otherwise).
3. You are solely responsible for reviewing, editing, and approving any AI Outputs before using them (e.g., as project briefs, website copy, or internal documentation).
4. You must not input highly sensitive data (such as payment card numbers, government IDs, or protected health information) into AI chat or free-text fields.
5. Citron may, in accordance with its Privacy Policy and Terms, log and analyze anonymized usage and interactions with the AI assistant to improve the services, subject to applicable data protection laws.

To the extent permitted by law, Citron disclaims all liability arising from your reliance on or use of AI Outputs.

8. Updates, Changes & Access

Citron may, from time to time:

• Provide updates, enhancements, or bug fixes to the Licensed Materials;
• Modify, remove, or discontinue certain features; or
• Implement new security and access controls.

We are not obligated to provide any particular update or feature, nor to maintain backward compatibility with older versions.

Your continued use of the Licensed Materials after such changes constitutes your acceptance of the modified Licensed Materials.

9. Third-Party Components & Open Source

The Licensed Materials may incorporate or interoperate with third-party software, services, or open-source components.

• Your use of any third-party service (e.g., hosting, analytics, payment processors, AI models, or libraries) is governed by that provider's terms and policies.
• Certain open-source components may be subject to separate license terms. To the extent required, those terms will govern your use of such components and may override specific restrictions in this Agreement solely with respect to those components.

Citron is not responsible for the availability, security, or performance of third-party services or components.

10. Confidentiality & Security

Each party agrees to treat the other party's non-public information as confidential and to use it only as necessary to perform under this Agreement or receive the Services.

Citron will implement commercially reasonable technical and organizational measures designed to protect the security of your data within the Licensed Materials. You acknowledge, however, that no system is perfectly secure, and you agree to:

• Use strong authentication and access controls for your Authorized Users;
• Limit access to those who need it;
• Promptly notify Citron of any suspected unauthorized access related to the Licensed Materials; and
• Revoke credentials that are no longer needed.

11. Term & Termination

11.1 Term

This Agreement remains in effect for as long as you use the Licensed Materials or until terminated as described below.

11.2 Termination by Citron

Citron may suspend or terminate your license (in whole or in part), with or without notice, if:

• You materially breach this Agreement or the Terms and fail to cure the breach (if curable) within a reasonable period;
• You fail to pay fees when due;
• Your use of the Licensed Materials poses a security risk, legal risk, or risk of harm to others; or
• We cease to offer the Licensed Materials generally.

11.3 Termination by You

You may stop using the Licensed Materials at any time. If you have a written contract with specific termination procedures, those will govern.

11.4 Effect of Termination

Upon termination or expiration:

• Your license to access and use the platform-side Licensed Materials (e.g., the portal, dashboards, AI assistant) will automatically terminate.
• You must cease all use of those platform-side Licensed Materials and, if applicable, delete any non-archival copies of Citron's proprietary tools or software.
• Subject to your full payment of all fees due, you may retain and continue to use the final Work Product delivered to you prior to termination, under the license set out in Section 3.2, unless your breach involves misuse of that Work Product (in which case Citron may revoke or modify your license as permitted by law).

Any sections that by their nature should survive termination (including ownership, confidentiality, limitations of liability, and indemnification) will remain in effect.

12. Disclaimers

To the maximum extent permitted by law:

• The Licensed Materials are provided on an “AS IS” and “AS AVAILABLE” basis, with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise.
• Citron specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, and any warranties arising out of course of dealing or usage of trade.
• Citron does not warrant that the Licensed Materials will be error-free, uninterrupted, secure, or free of harmful components, or that defects will be corrected.

Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

13. Limitation of Liability

To the extent permitted by applicable law, Citron's liability to you arising out of or relating to the Licensed Materials and this Agreement is subject to the same limitations and exclusions set forth in the Terms of Service (e.g., exclusion of indirect damages and an overall monetary cap).

If the Terms are not available or do not specify a cap, then Citron's total aggregate liability arising out of or relating to the Licensed Materials will not exceed the amount you actually paid to Citron for the specific project or subscription to which the claim relates in the twelve (12) months preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability) and even if Citron has been advised of the possibility of such damages.

14. Indemnification

You agree to indemnify, defend, and hold harmless Citron and its officers, employees, contractors, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

1. Your misuse of the Licensed Materials or Work Product;
2. Your violation of this Agreement, the Terms, or applicable law; or
3. Any claim that the Client Materials or your use of the Work Product (in a manner not authorized by Citron) infringes or misappropriates the rights of any third party.

Citron may, at its discretion, assume exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us in asserting any available defenses.

15. Governing Law & Dispute Resolution

This Agreement is governed by the same governing law and dispute-resolution terms set forth in the Terms of Service (for example, the laws of the State of New York, USA, and the exclusive jurisdiction of courts in New York County, New York, unless otherwise required by mandatory local law).

16. Miscellaneous

• Entire Agreement. This Agreement, together with the Terms and any applicable proposals or statements of work, constitutes the entire agreement between you and Citron regarding the Licensed Materials.
• Amendments. Citron may update this Agreement from time to time. If we make material changes, we will update the “Last updated” date above and may provide additional notice. Your continued use of the Licensed Materials after such changes constitutes acceptance.
• Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver. Our failure to enforce any provision shall not constitute a waiver of that or any other provision.
• Assignment. You may not assign or transfer this Agreement without Citron's prior written consent. Citron may assign or transfer this Agreement as part of a merger, acquisition, or sale of assets, or by operation of law.

17. Contact

If you have any questions about this License Agreement or the Licensed Materials, please contact: