The agreement, written to be read.

These Terms of Service (the “Terms”) govern your access to and use of the Citesvue platform, including the website at citesvue.com, the application, the API, integrations, and related documentation (together, the “Service”). By creating an account, accepting an invitation, clicking “I agree,” signing an Order Form, or otherwise using the Service, you accept these Terms on behalf of yourself and the entity you represent (the “Customer”).

If you are accepting on behalf of an organisation, you represent that you have the authority to bind that organisation. If you do not, do not use the Service.

The complete agreement consists of: (a) these Terms; (b) any Order Form executed between Citesvue and the Customer; (c) the Data Processing Addendum; (d) the Privacy Policy; and (e) the Acceptable Use Policy below. In the event of conflict, the order of precedence is (b) → (c) → (a) → (d) → (e).

• Workspace. Customer’s tenancy on the Service. The workspace owner is the contracting party for that workspace.
• Members. Users invited into the workspace. They access the Service under the workspace’s subscription and subject to the workspace’s configuration.
• Authentication. Members access the Service via username/password, magic link, or single sign-on (SSO). On Business and Enterprise tiers, SSO with SAML 2.0 / OIDC and SCIM provisioning is available.
• Account security. Customer is responsible for maintaining the confidentiality of credentials and for all activity occurring under member accounts. Notify security@citesvue.com immediately if you suspect unauthorised access.
• Eligibility. The Service is for workplace use by people aged 16 or older. Not directed at children.

Fees. Fees are stated on the pricing page or in your Order Form, exclusive of taxes. Customer is responsible for all sales, use, VAT/GST, and similar taxes (other than taxes on Citesvue’s net income).

Auto-renewal. Subscriptions auto-renew at the end of each term at the then-current rate unless cancelled at least 30 days before the renewal date (Business and Enterprise) or before the end of the current billing period (Team).

Late payment. Past-due amounts accrue interest at the lesser of 1.5%/month or the maximum permitted by law. We may suspend the Service after written notice if amounts remain overdue beyond 30 days.

Service Level Agreement.

SLA exclusions, service credit calculation, and the request process are set out in the SLA exhibit available on request and applicable to Business / Enterprise tiers.

• Ownership. Customer retains all rights, title, and interest in and to Customer Content (recordings, transcripts, frames, OCR, embeddings, extracted artifacts, comments, exports, configurations).
• Limited licence. Customer grants Citesvue a worldwide, non-exclusive, royalty-free licence to host, store, transmit, and process Customer Content solely to provide and improve the Service for that Customer (e.g. running transcription, generating the evidence layer, executing integration pushes, surfacing search results). The licence terminates on deletion of the data.
• No model training on Customer Content. Citesvue does not use Customer Content to train, fine-tune, or evaluate machine-learning models — its own or any third party’s. This is contractual, not aspirational.
• Customer responsibilities. Customer is responsible for: (a) the lawfulness of recordings (including notice and consent of participants where required by law); (b) the accuracy of inputs; (c) ensuring members have the right to upload the content they upload; (d) configuring access controls appropriately for the sensitivity of the content; and (e) backing up exports of work product Customer wishes to preserve outside the Service.
• Data deletion. On termination of the subscription, Customer Content is deleted as set out in the DPA (default: end of paid term + 30 days, with on-demand earlier deletion available).

You agree not to (and not to permit any third party to):

• Use the service for any unlawful purpose, or to violate any third party’s rights (including IP, privacy, publicity, or contract).
• Upload material you do not have the right to upload, or process recordings without lawful basis (e.g. without participant notice or consent where required).
• Attempt to reverse-engineer, decompile, or derive the source of the service, or use it to develop a competing product.
• Probe, scan, or test the vulnerability of the service except under our coordinated disclosure programme (see /security).
• Interfere with the service’s integrity (DoS, distribution of malware, automated abuse, scraping at a scale that degrades availability).
• Use the service to transmit content that is harassing, defamatory, deceptive, or that promotes violence or discrimination.
• Mis-represent the source or integrity of evidence (e.g. tampering with citations, altering exported artifacts to misattribute statements).
• Use the service to make automated decisions that produce legal or similarly significant effects on individuals without your own appropriate human review.

• Citesvue IP. Citesvue (and its licensors) retains all rights, title, and interest in and to the Service, including the underlying software, models, designs, documentation, marks, and any improvements or derivatives thereof.
• Licence to use the Service. Subject to these Terms and payment of applicable fees, Citesvue grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for its internal business purposes.
• Restrictions. Customer will not (and will not permit others to) (a) sell, resell, or sublicense the Service; (b) make the Service available to any third party other than Customer’s authorised members; (c) attempt to reverse-engineer or derive the source of any Service component except to the extent expressly permitted by law; or (d) remove or obscure any proprietary notices.
• Outputs. Subject to Customer’s payment of fees, Customer owns the structured outputs of the Service that constitute Customer Content (e.g. transcripts, extracted artifacts, exports). Citesvue retains rights in the underlying systems and any aggregated, de-identified statistics that cannot be linked back to any Customer or individual.

If Customer or its members send Citesvue suggestions, comments, or other feedback about the Service (“Feedback”), Customer grants Citesvue a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate the Feedback into the Service. Feedback is provided “as is” and never includes Customer Content.

Features marked “beta,” “preview,” or “experimental” are provided “as-is,” may change or be withdrawn, and are excluded from the SLA. We will tell you a feature is beta inside the product. Don’t use beta features for workloads that can’t tolerate interruption.

The Service can connect to third-party tools (Jira, Linear, Notion, Slack, Confluence, IdPs, calendar systems, etc.). These integrations are governed by the third party’s own terms. Citesvue is not responsible for the third-party service’s availability, security, or behaviour. Customer is responsible for configuring scopes and permissions appropriately and for revoking integration access on member offboarding.

Each party agrees to protect the other’s Confidential Information using at least the same standard of care it uses to protect its own (and not less than reasonable care), and to use it only to perform under these Terms. Customer Content is Customer’s Confidential Information. Confidential Information excludes information that is or becomes publicly known without breach, was independently developed without reference to the other party’s information, or is rightfully received from a third party without restriction.

Either party may disclose Confidential Information to the extent required by law or court order, provided it gives the other party prompt notice (where legally permitted) and a reasonable opportunity to seek a protective order.

Mutual warranty. Each party warrants that it has the legal authority to enter into these Terms and that its performance will not violate any other agreement.

Service warranty. Citesvue warrants that, during the subscription term, the Service will perform materially in accordance with its documentation. Customer’s exclusive remedy for breach of this warranty is, at Citesvue’s option: (a) restoration of conforming performance; or (b) refund of pre-paid fees for the affected period.

Some jurisdictions don’t allow limitations of liability — to the extent applicable, the limits above apply only to the maximum extent permitted by law.

By Citesvue. Citesvue will defend Customer against any third-party claim alleging that the Service, as provided and used in accordance with these Terms, infringes that party’s intellectual property rights, and will pay finally awarded damages or settlement amounts. Citesvue may, at its option, modify the Service to be non-infringing, procure a licence, or terminate the affected portion and refund unused fees. This obligation does not apply to claims arising from (a) Customer Content; (b) modifications not made by Citesvue; or (c) use in combination with non-Citesvue products.

By Customer. Customer will defend Citesvue against any third-party claim arising from (a) Customer Content (including alleged infringement, defamation, or unlawful processing); (b) Customer’s breach of the Acceptable Use Policy; or (c) Customer’s violation of applicable law.

Process. Indemnification is conditional on the indemnified party giving prompt notice, sole control of the defence and settlement, and reasonable cooperation.

• For convenience. Customer may cancel a Team subscription anytime in-product (effective at the end of the current billing period). Business / Enterprise subscriptions terminate at the end of the paid term unless renewed.
• For cause. Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days of written notice; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
• Suspension. Citesvue may suspend the Service or specific resources without prior notice in cases of (a) material risk to the Service, other customers, or third parties; (b) suspected violation of law or the Acceptable Use Policy; or (c) non-payment beyond 30 days. Suspension is the minimum scope and duration necessary.
• Effect of termination. All licences granted to Customer terminate. Customer may export Customer Content for 30 days following termination via in-product export or API. Citesvue will delete Customer Content as set out in the DPA.
• Survival. Sections covering ownership, confidentiality, indemnification, liability, payment of accrued fees, governing law, and miscellaneous survive termination.

• Improvements. The Service evolves continuously. We do not require notice for non-breaking changes (additions, performance improvements, bug fixes).
• API deprecation. Breaking changes to the documented public API receive at least 90 days’ notice via the changelog, the API response headers, and a direct email to workspace owners with API integrations.
• Material changes to these Terms. We will give at least 30 days’ notice via in-product banner and email to workspace owners. If Customer objects, Customer may terminate by written notice before the changes take effect; pre-paid fees for the unused portion of the term will be refunded pro rata.

These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The exclusive venue for any dispute arising under or in connection with these Terms is the state and federal courts located in New Castle County, Delaware, and each party consents to personal jurisdiction there.

The parties will first try in good faith to resolve any dispute through written notice and a 30-day negotiation period before initiating proceedings, except that either party may seek injunctive relief at any time to protect its intellectual property or Confidential Information.

• Entire agreement. The agreement (Order Form, DPA, Terms, Privacy, AUP) is the complete and exclusive statement between the parties and supersedes any prior agreement on the subject.
• Assignment. Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice to the other party.
• Independent contractors. The parties are independent contractors. No agency, partnership, or employment relationship is created.
• Notices. Notices under these Terms must be in writing and sent to the address on file (Customer) or to legal@citesvue.com with a copy to Citesvue’s registered office (Citesvue).
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (natural disasters, war, civil unrest, epidemics, large-scale internet or upstream cloud outages).
• Severability & waiver. If any provision is held unenforceable, the rest survives. A waiver must be in writing.
• Subcontractors. Citesvue may use subcontractors and sub-processors. Citesvue remains responsible for their performance under these Terms and for compliance with the DPA.
• Marketing. We will not use Customer’s name or logo for marketing without written consent (an Order Form check-box counts).

• Contracts & legal: legal@citesvue.com
• Privacy & data protection: privacy@citesvue.com
• Security disclosures: security@citesvue.com (PGP key on /security)
• Sales & enterprise terms: /contact