Citrico Platform Terms of Service

1. Who these Terms cover

"Customer" means the business or other organization that creates a Citrico workspace or accepts an order with us, for example a commercial cleaning company. "User" means any person who uses the Platform under a Customer's workspace, such as the Customer's owners, administrators, supervisors and crew members, and the Customer's own clients and their staff whom the Customer invites. "Platform" means the Citrico software, websites (including citrico.app), mobile apps, and any portal we operate for a Customer under the Customer's own brand, together with related support.

If you accept these Terms for a Customer, you confirm that you are authorized to bind that Customer, and "you" means both you and the Customer. If you are a User, you accept these Terms for your own use of the Platform. Some sections apply only to Customers (for example fees and indemnity), and those sections say so.

A Customer that runs a portal under its own brand may also publish its own terms for its Users (for example the SaniFilPro Portal Terms of Use). Those terms apply in addition to these Terms for that portal.

2. Accepting these Terms

You accept these Terms when you check the box or click to agree, create a workspace, accept an order that refers to these Terms, or use the Platform. Checking the box or clicking to agree is your electronic signature and has the same effect as signing on paper. We keep a record of each acceptance, including the version, the date and time, the IP address, the browser and the language.

You must be at least 16 years old to use the Platform. A User under 18 may use it only as a worker of a Customer and with that Customer's permission. If you do not agree to these Terms, do not use the Platform.

3. Accounts and users

• The Customer decides who gets access to its workspace, what each User can see, and when access ends. The Customer is responsible for all activity in its workspace and for its Users' compliance with these Terms.
• Keep passwords, PINs and sign-in links private. Do not share an account or let anyone else sign in as you. Tell us right away at support@citrico.app if you think an account has been used without permission.
• Give accurate information and keep it current, including billing and contact details.
• We may require security steps such as sign-in links, two-step verification, lockouts after repeated wrong attempts, and session time limits.

4. Your data

"Customer Data" means the information the Customer and its Users put into the Platform or create through it, such as names and contact details, store and location information, schedules, checklists and answers, notes, photos, timestamps, location points, tickets, invoices and messages.

• You own your Customer Data. As between you and Citrico, the Customer owns all Customer Data. These Terms do not give Citrico ownership of it.
• We process it to provide the Platform. The Customer gives Citrico a limited, worldwide, royalty-free license to host, copy, transmit, display and otherwise process Customer Data only as needed to provide, secure, support and improve the Platform for the Customer, to prevent abuse, and to comply with law. Citrico acts as the Customer's service provider for personal information in Customer Data, as described in our Privacy Policy.
• Aggregated information. We may create information that is aggregated and de-identified so that it does not identify the Customer, any User or any other person, and use it to operate, analyze and improve our services. We do not sell Customer Data, and we do not let third parties use it to train their artificial intelligence models.
• Your responsibilities. The Customer is responsible for the accuracy, quality and legality of Customer Data and for how it was collected. The Customer must give the notices and obtain the consents the law requires from its Users, workers and clients, including for photos and location checks, and must not put information into the Platform that it has no right to share.
• Sensitive information. Do not use the Platform to store payment card numbers, bank account numbers, Social Security numbers, health or medical information, or government identification numbers. Card and bank details for payments are entered directly into Stripe's secure forms, not into the Platform.
• Keep your own copies. The Platform is a work management and record-keeping tool, not an archive. Export and keep copies of any records you are required to retain.

5. Acceptable use

You agree not to, and not to allow anyone else to:

• break any law or violate anyone's rights through the Platform, including privacy, labor, wage and hour, immigration, consumer protection and anti-discrimination laws;
• upload anything illegal, infringing, harassing, defamatory, obscene or harmful to minors, or photos of people in places where they have a reasonable expectation of privacy;
• falsify records, including check-ins, timestamps, location, photos, checklist answers or approvals, or use tools that fake a device's location;
• access another Customer's data, probe, scan or test the Platform's security, get around access limits or rate limits, or interfere with the Platform's operation;
• copy, modify, reverse engineer, decompile or create derivative works of the Platform, except to the extent the law expressly allows despite this restriction;
• resell, rent or sublicense the Platform, use it to build a competing product, or scrape it by automated means;
• upload malware, or send spam or other unsolicited messages; or
• use the Platform in any way that could harm Citrico, other Customers or the public.

We may investigate suspected violations, remove content that breaks these Terms, and suspend access as described in Suspension.

6. Subscriptions, fees and taxes

This section applies to Customers.

• Plans and prices. Fees are those shown on our pricing page or in the order or quote you accept. Prices are in U.S. dollars.
• Free trials. A trial lasts for the period shown at signup. We do not charge you unless you add a payment method and choose a paid plan. If a trial ends without a paid plan, some features may stop working.
• Billing and renewal. Paid plans are billed in advance, monthly or yearly as you choose, and renew automatically for the same period until canceled. You authorize us and our payment processor, Stripe, to charge your payment method for all fees when due.
• Taxes. Fees do not include taxes. You are responsible for sales, use, value added and similar taxes on your purchase, other than taxes on Citrico's net income.
• Late payment. If a payment fails or is late, we may retry the charge, notify you, and suspend paid features until it is paid. Amounts more than 30 days past due may accrue interest at 1.5% per month or the highest rate the law allows, whichever is lower.
• Price changes. We may change prices for future billing periods by giving you at least 30 days' notice. A new price applies from your first renewal after the notice period. If you do not agree, cancel before then.
• No refunds. Fees are non-refundable, except where these Terms or the law say otherwise.

7. Payments your clients make to you

The Platform lets a Customer send invoices to its own clients and accept payment from them through Stripe Connect.

• Your Stripe account. Client payments are processed by Stripe, Inc. as direct charges on the Customer's own Stripe connected account. The Customer is the seller and the merchant of record for those payments. Stripe's Connected Account Agreement and Stripe Services Agreement govern the Customer's Stripe account, and the Customer agrees to them when it connects its account.
• Citrico does not hold funds. Citrico is a software platform. It is not a bank, payment processor, money transmitter or escrow agent, and it never receives or holds the funds your clients pay you, other than any platform fee disclosed to you in advance. Payouts, holds, reserves and the timing of funds are handled by Stripe under its terms.
• Your pricing and fees. The Customer decides what to charge its clients, including any card processing fee it passes on, and is responsible for disclosing those charges and following card network rules and the law. Any card processing fee must be shown to the client before payment, may not exceed 3% of the payment, and may not be applied to debit card or bank (ACH) payments.
• Refunds, disputes and taxes. The Customer is responsible for its invoices, refunds, chargebacks, payment disputes and the taxes on its own services. Its clients' billing questions belong with the Customer.
• Review before sending. The Platform calculates amounts from the information the Customer enters. The Customer must review each invoice before sending it.

8. Your services, your people and your clients

Citrico provides software only. It does not provide cleaning or any other field services, does not supervise or employ anyone who performs them, and is not a party to the Customer's contracts with its clients or its workers. The Customer is solely responsible for:

• the services it provides, how and when they are performed, and their quality and results;
• its owners, employees, contractors and other personnel, including hiring, training, supervision, safety, pay, timekeeping, benefits, taxes, work authorization and every other employment matter;
• its contracts with its clients, including scope, price, service levels, warranties, insurance and any guarantees; and
• its compliance with all laws that apply to its business, including health, sanitation, food safety, workplace safety, labor, wage and hour, privacy and consumer protection laws.

Checklists, timestamps, on-site checks, photos, scores and reports in the Platform are records entered or captured by Users and their devices. Citrico does not inspect or verify the work and does not guarantee that any record is complete or accurate. Location readings depend on the device and may be imprecise, and timestamps depend on device clocks and connections. Records in the Platform are not a health inspection, a food safety record, a sanitation certification, or proof of compliance with any law or contract. The Platform is not a payroll or official timekeeping system unless the Customer decides to use it that way, in which case the Customer is responsible for that use.

9. Third-party services

The Platform relies on and links to services that Citrico does not control, such as Stripe for payments, hosting and database providers, email delivery providers, maps and app stores. Your use of those services is governed by their own terms. Citrico is not responsible for third-party services, their availability, or any loss they cause.

10. Suspension

We may suspend access to the Platform, in whole or in part, for a workspace or a User if: (a) a payment is past due; (b) we reasonably believe there has been a breach of these Terms, a security risk, or use that could harm Citrico, other Customers or anyone else; or (c) the law or a government request requires it. We will give notice when we reasonably can and restore access once the issue is resolved. Suspension does not end the obligation to pay fees.

11. Cancellation and termination

• By you. A Customer can cancel at any time from its billing settings or by writing to support@citrico.app. Cancellation takes effect at the end of the current billing period, and access continues until then.
• By us for convenience. We may end a subscription for any reason with at least 30 days' notice. If we do, we will refund any prepaid fees for the period after it ends.
• By us for cause. We may end a subscription or a User's access immediately if there is a material breach of these Terms that is not fixed within 10 days after notice (or right away for breaches that cannot be fixed, illegal use or security threats), if fees are more than 60 days past due, or if the Customer becomes insolvent or stops doing business.
• What happens next. When a subscription ends, access to the workspace ends and any unpaid fees become due. Sections that by their nature should survive will survive, including those about data export, confidentiality, disclaimers, limitation of liability, no personal liability, indemnity, dispute resolution and the general terms.

12. Data export and deletion

During the subscription, the Customer can export its Customer Data with the tools in the Platform or by asking us. For 30 days after a subscription ends, we keep the Customer Data available for export on request. After that, we may delete or anonymize it from our active systems, except information we must keep by law (for example invoices and tax records) and copies in backups, which are overwritten on a rolling schedule. Details are in our Privacy Policy.

13. Confidentiality

"Confidential Information" means non-public information that one party shares with the other and that a reasonable person would understand to be confidential, including Customer Data and the non-public parts of the Platform. The receiving party will use the other party's Confidential Information only to perform under these Terms, protect it with reasonable care, and share it only with its personnel and service providers who need it and are bound by similar duties. This does not cover information that is or becomes public through no fault of the receiving party, that it already knew, that it develops independently, or that it rightfully receives from someone else. A party may disclose Confidential Information when the law requires, after giving notice where the law allows.

14. Intellectual property and feedback

Citrico and its licensors own the Platform, including its software, design, documentation, and the Citrico name and logos. Subject to these Terms and payment of fees, Citrico gives the Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable right to use the Platform during the subscription for the Customer's internal business purposes. All rights not expressly granted are reserved. A Customer that uses its own brand in the Platform keeps ownership of its brand and gives Citrico permission to display it in the Customer's portal. If you send us ideas or feedback, we may use them without any obligation to you.

15. Disclaimer of warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CITRICO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CITRICO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DATA WILL NEVER BE LOST OR CORRUPTED, THAT ANY RECORD, LOCATION READING OR TIMESTAMP IS ACCURATE OR COMPLETE, OR THAT THE PLATFORM WILL MEET ANY LEGAL, REGULATORY, HEALTH, FOOD SAFETY OR CONTRACTUAL REQUIREMENT. CITRICO MAKES NO WARRANTY ABOUT ANY SERVICES A CUSTOMER PROVIDES.

Some places do not allow certain warranties to be disclaimed, so some of these disclaimers may not apply to you.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CITRICO OR ANY CITRICO PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OR GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR FINES OR PENALTIES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CITRICO AND ALL CITRICO PARTIES TOGETHER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE FEES THE CUSTOMER PAID TO CITRICO FOR THE PLATFORM IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100) FOR A USER OR CUSTOMER THAT PAID CITRICO NOTHING IN THAT PERIOD.

"Citrico Parties" means Citrico LLC and its members, managers, officers, employees, agents, contractors, licensors and service providers. These limits apply even if a remedy fails of its essential purpose. They do not limit the Customer's obligation to pay fees or its indemnity obligations, and they do not apply where the law does not allow liability to be limited, such as for fraud.

These limits are an essential part of the bargain between you and Citrico. Without them, the Platform could not be offered at its current price.

17. No personal liability

Citrico is a limited liability company. Its members, managers, officers, employees and agents are not personally liable to you, to any Customer or User, or to any third party for any obligation or liability of Citrico or for anything relating to these Terms or the Platform, and you agree not to bring any claim against them personally. Any claim relating to the Platform may be brought only against Citrico LLC. The Citrico Parties are intended third-party beneficiaries of this section and of the sections on disclaimers and limitation of liability, and may enforce them.

18. Indemnity

The Customer will defend, indemnify and hold harmless the Citrico Parties from and against all claims, demands, lawsuits, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) brought by any third party or government authority that arise out of or relate to:

• the services the Customer provides, including any claim of property damage, personal injury, illness, contamination or a failed inspection connected with them;
• the Customer's owners, employees, contractors and other personnel, including any claim about wages, hours, timekeeping, benefits, discrimination, harassment, workplace injury, work authorization or any other employment matter;
• any claim by the Customer's clients or their customers, staff or guests, including disputes about services, invoices, payments, refunds or chargebacks;
• Customer Data, including any claim that it infringes or misappropriates anyone's rights or was collected or used without a required notice or consent; or
• any breach of these Terms or violation of law by the Customer or its Users.

We will notify the Customer of a claim, let it control the defense with counsel reasonably acceptable to us, and give reasonable help at its expense. We may take part with our own counsel at our own cost. The Customer may not settle a claim in a way that admits fault for, or imposes any obligation on, a Citrico Party without our written consent. A User who is not a Customer has this obligation only for claims arising from that User's willful misconduct or intentional violation of these Terms or the law.

19. Changes to the Platform and these Terms

We may change, add or remove features of the Platform. If a change materially reduces the core features of a paid plan during a paid term, the Customer may cancel and receive a refund of prepaid fees for the rest of that term.

We may update these Terms. For material changes we will give at least 30 days' notice by email to the Customer's account administrator or in the Platform, unless a change is required sooner by law or to address a security risk. The version number and date at the top show the current version, and we may ask you to accept updated Terms when you next sign in. Continuing to use the Platform after updated Terms take effect means you accept them. If you do not agree, stop using the Platform and cancel before they take effect. Changes to the arbitration agreement do not apply to a dispute that arose before the change, unless both sides agree.

20. Dispute resolution and binding arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND CITRICO TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND TO TAKE PART IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION.

Talk to us first

Before starting an arbitration or a court case, the party with a dispute must send a written notice describing the dispute, the relief requested and its contact details. Notices to Citrico go to soo@citrico.app; we will send ours to the email address on your account. Both sides will try in good faith to resolve the dispute for at least 30 days after the notice is received. Any limitation period is paused during those 30 days.

Agreement to arbitrate

Except as listed under "Exceptions" below, any dispute, claim or controversy between you and Citrico (or any Citrico Party) arising out of or relating to these Terms, the Platform, or any earlier version of these Terms, whether based in contract, tort, statute or any other theory, will be resolved by final and binding arbitration before a single arbitrator administered by the American Arbitration Association ("AAA"). For Customers and other business users, the AAA Commercial Arbitration Rules apply. Where the AAA determines that its Consumer Arbitration Rules apply, those rules apply instead. The Federal Arbitration Act governs this section.

The arbitrator decides all issues about the dispute, including the scope, validity and enforceability of this agreement to arbitrate, except that a court decides issues about the class and collective action waiver, the mass arbitration procedures below, and whether a party validly opted out. Hearings take place by video or telephone unless the arbitrator decides that an in-person hearing is needed. An in-person hearing takes place in Bernalillo County, New Mexico, or, for an individual using the Platform for personal purposes, in the county where that individual lives. The arbitrator may award any individual relief a court could award, and the award may be entered in any court with jurisdiction. AAA fees are paid as the AAA rules provide; where the Consumer Arbitration Rules apply, Citrico pays the fees those rules assign to the business. Each party pays its own legal fees unless the arbitrator awards them under applicable law.

Class and collective action waiver

YOU AND CITRICO EACH AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE DIFFERENT PEOPLE'S CLAIMS OR AWARD RELIEF TO ANYONE OTHER THAN THE INDIVIDUAL PARTIES, EXCEPT AS PROVIDED FOR MASS ARBITRATIONS BELOW.

If a court decides that this waiver cannot be enforced for a particular claim or type of relief, that claim or relief (and only that) is severed from the arbitration and will be decided by a court in Bernalillo County, New Mexico, after any arbitrable claims have been decided in arbitration.

Mass arbitration

If 25 or more demands for arbitration that raise similar claims are filed against Citrico by or with the help of the same law firm, group of law firms or organizations within a 180-day period, they will be administered in batches of up to 50 demands, with one arbitrator for each batch, and the next batch filed only after the previous batch is resolved, unless the parties agree otherwise. The AAA Mass Arbitration Supplementary Rules apply where consistent with this section. Demands that are not yet in a batch are not considered filed, and limitation periods for them are paused until their batch is filed. AAA fees are assessed per batch. A court may enforce this section, including by preventing the filing or administration of demands that do not follow it. If a court decides that this section cannot be enforced for any demands, those demands proceed under the AAA's rules for mass arbitrations.

Exceptions

Either party may bring an individual claim in small claims court if it qualifies and stays there. Either party may also go to court for an injunction or other equitable relief to stop actual or threatened infringement or misuse of its intellectual property, unauthorized access to the Platform, or a breach of confidentiality.

30-day right to opt out

You can opt out of this agreement to arbitrate by emailing soo@citrico.app within 30 days after you first accept these Terms (or this version of them, if you accepted an earlier version). Include your name, your company (if any), the email address or phone number you sign in with, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms. An opt-out by a Customer also covers its Users' disputes with Citrico that relate to the Customer's workspace.

Jury trial waiver and time limit

IF A DISPUTE IS DECIDED IN COURT FOR ANY REASON, YOU AND CITRICO EACH WAIVE ANY RIGHT TO A JURY TRIAL, TO THE FULLEST EXTENT PERMITTED BY LAW.

To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Platform must be filed within one year after the claim arises, or it is permanently barred.

21. Governing law and courts

These Terms and any dispute relating to them or to the Platform are governed by the laws of the State of New Mexico, without regard to its conflict of laws rules, and the arbitration agreement is governed by the Federal Arbitration Act. For any matter that is not arbitrated, you and Citrico agree to the exclusive jurisdiction of the state and federal courts located in Bernalillo County, New Mexico. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Events outside our control

Citrico is not responsible for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, severe weather, epidemics, war, terrorism, civil unrest, labor disputes, government action, power or internet outages, failures of hosting, data center, telecommunications or payment providers, and cyberattacks such as denial of service or ransomware. We will use reasonable efforts to restore service.

23. Assignment

A Customer may not assign or transfer these Terms without our written consent, except to a successor in a merger, acquisition or sale of substantially all of its assets that is not a competitor of Citrico, with notice to us. Citrico may assign these Terms without consent, including to an affiliate or in a merger, acquisition, reorganization or sale of assets. Any other attempted assignment is void.

24. General terms

• Entire agreement and order of precedence. These Terms, the Privacy Policy and any order you accept are the entire agreement between you and Citrico about the Platform and replace any earlier agreements on that subject. A written agreement signed by both Citrico and a Customer controls over these Terms only where it expressly says that it does; otherwise these Terms control over an order or any other document.
• Severability and waiver. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent allowed and the rest stays in effect, except as stated in the arbitration section. Not enforcing a right is not a waiver of it.
• Notices. We may send notices to the email address on the account or show them in the Platform. Legal notices to Citrico must be sent to soo@citrico.app, and also by mail to the address below where the law requires. Email notices are effective when sent, unless the sender learns that delivery failed.
• Electronic communications. You agree to receive agreements, notices and other communications from us electronically, and agree that they satisfy any legal requirement to be in writing.
• Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship.
• No other beneficiaries. Except for the Citrico Parties as stated above, these Terms give no rights to anyone other than you and Citrico.
• Export and sanctions. You may not use the Platform in violation of U.S. export control or sanctions laws.
• Interpretation. Headings are for convenience only. "Including" means "including without limitation." If these Terms are translated, the English version controls.

25. Contact

Questions about these Terms: