Citron – Terms of Use & Service Agreement

1. Scope of Services

Citron is a digital solutions and marketing agency that provides, among other things:

• Web Design & Development
• SEO Services & SEO Care Plans
• PPC / Paid Media Management
• App & Software Development
• UI/UX Design
• Brand Identity & Creative Services
• AI Solutions, automation, and related consulting

The Citron Payment Portal allows you to select a service, choose a package/tier, configure add-ons, and make payment by credit/debit card (via Stripe), PayPal, or cryptocurrency (BTC/ETH via a supported payment processor).

Project details, pricing, and deliverables may be further governed by order forms, proposals, or statements of work (“SOWs”). In case of conflict, the SOW or written agreement signed by both parties will control over these Terms.

2. Eligibility & Account Responsibilities

To use the Payment Portal and Services, you represent and warrant that:

1. You are at least 18 years old and have the legal capacity to enter into binding contracts;
2. If you are using the Services on behalf of an entity, you are authorized to bind that entity; and
3. You will provide true, accurate, and complete information, including contact details, project information, and billing details.

You are responsible for maintaining the confidentiality of any login credentials and for all activities that occur under your account or using your provided information.

3. Project Intake, AI Summary & Required Information

The Payment Portal may collect certain required and optional fields, including:

• Required (global): Name, email address, selected service, package/tier, payment method, and acceptance of terms.
• Service-specific required fields: For example, Web Design projects may require site goals, platform preferences, domain status, estimated page count, brand direction, and e-commerce details (if applicable). SEO, PPC, App Development, Brand Identity, UI/UX Design, and AI Solutions may each have their own structured questions.
• Optional fields: Company, phone number, project notes, attachments (briefs, assets, etc.), and Secure Credentials (see Section 9).

The portal may include an AI-driven project summary feature that rewrites your initial description into more professional or invoice-ready copy, and may suggest add-ons or highlight missing information. This AI summary does not replace your responsibility to review, correct, and confirm all information before approving estimates or making payment.

You are responsible for ensuring that all information you submit is accurate and that you have the necessary rights to share any materials, credentials, or data.

4. Quotes, Statements of Work & Changes

Any pricing, packages, and add-ons displayed in the Payment Portal are based on Citron's current internal pricing matrix and intake mapping rules.

• Estimates: The amounts shown in the Payment Portal often represent estimates based on the information you provide and Citron's standard assumptions.
• SOWs: For larger or more complex projects, Citron may issue a separate written proposal or SOW specifying scope, deliverables, milestones, and fees.
• Changes & Scope Creep: Requests for changes after a project begins (e.g., additional pages, new features, new platforms, expanded campaigns) may require a change order and additional fees. Citron is not obligated to perform work outside the agreed scope without such written confirmation.

5. Payment Terms

5.1 Accepted Payment Methods

Unless otherwise agreed in writing, Citron accepts the following through the Payment Portal:

• Credit/debit cards (processed via Stripe or similar provider);
• PayPal;
• Cryptocurrency such as Bitcoin (BTC) and Ethereum (ETH) via a supported payment processor (e.g., Coinbase Commerce).

Some payment methods may be unavailable in certain regions or for certain projects at Citron's discretion.

5.2 Currency, Taxes & Fees

All prices are typically quoted in U.S. Dollars (USD) unless otherwise stated. You are responsible for all applicable taxes, duties, and government charges (excluding Citron's income taxes), as well as currency conversion or bank fees.

5.3 Deposits, Milestones & Final Payment

For many projects, the Payment Portal may require an upfront deposit (e.g., for totals ≥ $2,000, a deposit portion may be offered or required).

• Work may not begin until the required deposit or initial payment is received.
• Additional milestone or final payments may be due as specified in the SOW, invoice, or Payment Portal flow.
• Unless stated otherwise in writing, all payments are non-refundable once work has commenced or a digital deliverable has been provided.

5.4 Crypto Payments

If you choose to pay using cryptocurrency:

• You acknowledge the volatility and irreversibility of cryptocurrency transactions;
• The price displayed in the Payment Portal may be converted in real time by the payment processor based on current exchange rates;
• A transaction is deemed complete when the payment processor confirms sufficient network confirmations.

Citron is not responsible for lost funds due to incorrect addresses, underpayments, overpayments, network issues, or user error.

5.5 Chargebacks & Non-Payment

Any chargeback, dispute, or reversal initiated by you with a bank or payment provider without first giving Citron a reasonable opportunity to resolve the issue will be considered a material breach of these Terms. Citron reserves the right to:

• Suspend or terminate access to the Services;
• Cease work on any ongoing project;
• Pursue any available remedies, including collection of unpaid amounts, chargeback fees, and reasonable legal costs.

6. Add-ons, Subscriptions & Renewals

The Payment Portal may allow you to select add-ons (e.g., extra pages, booking systems, analytics/tag manager, maintenance plans, AI capabilities) and ongoing services (e.g., SEO Care, PPC management, maintenance retainers).

• Some add-ons are one-time enhancements; others may be recurring (monthly/annual).
• Recurring services will be clearly labeled as such when you enroll.
• Unless otherwise specified, ongoing services may auto-renew until canceled in accordance with your agreement or account settings.

You are responsible for reviewing add-on selections before payment and for managing any recurring subscriptions.

7. AI Assistant & Automation Disclaimer

Citron may provide an AI assistant/chatbot within the Payment Portal and across the site (sometimes referred to as “Lumen” or similar), which can:

• Rewrite your project summary into professional language;
• Suggest plans, add-ons, or required inputs;
• Answer frequently asked questions about billing, subscriptions, and portal usage;
• Provide navigation help and other assistance based on a knowledge base and integrated AI models.

Important:

1. The AI assistant uses third-party AI services and internal knowledge bases. Responses may be incomplete, outdated, or incorrect and are provided for convenience only.
2. The AI assistant does not provide legal, financial, tax, or professional advisory services. You should not rely on AI responses as a substitute for professional advice.
3. You remain responsible for reviewing all content, choices, and project details before approving estimates, submitting forms, or making payments.

8. Client Content & Intellectual Property

8.1 Client Content

“Client Content” means any text, images, logos, videos, documents, data, credentials, or other materials you provide to Citron.

You represent and warrant that:

• You own or have sufficient rights to all Client Content;
• Use of the Client Content by Citron as contemplated will not infringe or misappropriate any third-party rights or violate applicable law.

You grant Citron a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and create derivative works of Client Content solely as necessary to perform the Services and operate the site.

8.2 Citron IP & Deliverables

Unless otherwise agreed in a signed SOW:

• Citron retains ownership of all pre-existing materials, know-how, tooling, code libraries, templates, and design systems (“Citron IP”).
• Upon full payment of all amounts due, you receive a non-exclusive license (or assignment, if specifically stated in writing) to use the final agreed deliverables for your internal business or marketing purposes.
• Citron may reuse generalized learnings, non-identifiable techniques, and internal frameworks across other client projects.

8.3 Portfolio Use

Unless you explicitly request otherwise in writing, Citron may display your project and non-confidential elements of the deliverables (e.g., screenshots, logos, anonymized case studies) in its portfolio, marketing materials, and on the Citron website.

9. Secure Credentials & Security Practices

The Payment Portal may include fields for Secure Credentials (such as logins, API keys, or temporary access accounts) to enable certain services (e.g., content migration, domain/DNS configuration, hosting, integrations).

Citron's intent is to:

• Use least-privilege access, requesting only the minimum permissions required;
• Encrypt and restrict access to Secure Credentials;
• Purge or revoke them after use, where feasible, or upon your request.

However, no system can be guaranteed 100% secure. You are encouraged to:

• Create temporary credentials where possible;
• Revoke or rotate credentials after work is complete;
• Avoid sending credentials through unapproved or insecure channels.

Citron is not responsible for unauthorized access resulting from your failure to secure or rotate credentials, or from use of insecure, reused, or weak passwords.

10. Data, Privacy & Newsletter

Citron collects and processes certain personal and project information when you visit the site, register, submit a project, or sign up for newsletters. This may include:

• Contact details (name, email, company, phone);
• Project information and intake responses;
• Payment-related data (processed primarily by third-party payment processors);
• Technical data (IP address, device, browser, usage patterns);
• Newsletter signups and content library access logs.

Citron may store data in its own systems and in third-party providers (e.g., hosting platforms, Neon/Postgres databases, email service providers, analytics tools, AI providers).

A separate Privacy Policy may describe in more detail how data is collected, used, shared, and retained. In case of conflict between these Terms and a dedicated Privacy Policy, the Privacy Policy will govern privacy-related matters.

11. Third-Party Services

The Services may integrate or rely on third-party products and services, such as:

• Payment processors (e.g., Stripe, PayPal, Coinbase Commerce or equivalents);
• Hosting and infrastructure providers;
• Analytics and tag management solutions;
• AI platforms (e.g., models accessible via OpenAI or other vendors);
• reCAPTCHA or other security verification services;
• Newsletter and email platforms.

Your use of these third-party services may be subject to their own terms and privacy policies. Citron is not responsible for third-party acts, omissions, downtimes, or data handling practices.

12. Acceptable Use

You agree not to:

1. Use the Services for any illegal, harmful, fraudulent, or infringing activity;
2. Upload or transmit malware, malicious code, or content that is defamatory, obscene, or otherwise unlawful;
3. Attempt to gain unauthorized access to other accounts, networks, or systems;
4. Misuse the AI assistant, newsletter, or Payment Portal in ways that violate any applicable law or regulation.

Citron may suspend or terminate your access if it reasonably believes you have violated these Terms or applicable law.

13. Disclaimers

To the maximum extent permitted by law:

1. The Services (including the website, Payment Portal, AI assistant, and any content) are provided on an “AS IS” and “AS AVAILABLE” basis.
2. Citron disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
3. Citron does not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that any defects will be corrected.
4. Any estimates, projections, or performance metrics (e.g., expected SEO results, ad performance, or conversion lifts) are illustrative only and not guarantees.

You assume all risk arising from your use of the Services, including your reliance on AI-generated suggestions or content.

14. Limitation of Liability

To the fullest extent permitted by law:

1. Citron's total aggregate liability arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the amounts you have paid to Citron for the specific project or service giving rise to the claim in the twelve (12) months preceding the event.
2. Citron will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

Some jurisdictions do not allow certain disclaimers or limitations, so parts of this section may not apply to you. In those cases, Citron's liability will be limited to the minimum extent permitted by law.

15. Indemnification

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

• Your use of the Services;
• Your Client Content or Secure Credentials;
• Your breach of these Terms or applicable law;
• Any allegation that Citron's use of the Client Content as permitted herein infringes or misappropriates a third party's rights.

16. Termination & Suspension

Citron may, at its sole discretion, suspend or terminate your access to the Services, in whole or in part, at any time, with or without notice, if:

• You breach these Terms or applicable law;
• You engage in fraud, abuse, or conduct harmful to Citron or others;
• Continuing to provide Services is impractical due to legal, security, or business reasons.

Upon termination, your right to use the Services will immediately cease, but Sections that by their nature should survive (including payment obligations, disclaimers, IP provisions, and limitations of liability) will continue in effect.

17. Governing Law & Dispute Resolution

These Terms, and any dispute arising out of or relating to them or the Services, will be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of laws principles (unless another jurisdiction is required by mandatory law).

You agree that any dispute not resolved informally will be brought exclusively in the state or federal courts located in New York, New York, and you consent to the jurisdiction and venue of such courts.

18. Changes to These Terms

Citron may update these Terms from time to time. When we do, we will revise the “Last Updated” date at the top of this page. Changes become effective when posted, unless otherwise stated.

Your continued use of the Services after any update constitutes your acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Services.

19. Contact Information

If you have questions about these Terms or the Services, you can contact us at: