Terms of Service

“Customer Content” means research materials and other data that Customer or its Authorized Users submit to the Services, including interview recordings, transcripts, documents, and the outputs generated from them. Customer Content does not include Service Data.

“Account Data” means information about Customer's account and its Authorized Users, including names and business contact details.

“Service Data” means technical and operational data generated by the Services about the configuration, access, use, performance, availability, and security of the Services. Service Data includes logs, telemetry, diagnostic and error records, feature and event counts, latency and cost metrics, and metadata about interactions with Customer Content — for example, whether a generated suggestion was accepted, edited, or dismissed, and how often an item is opened. For clarity, Service Data excludes Customer Content itself, and Citaria does not derive Service Data by analysing the substance of interview recordings, transcripts, documents, or the outputs generated from them.

“Authorized User” means an individual whom Customer permits to use the Services under its account.

“Documentation” means the product documentation Citaria makes generally available for the Services.

“Order Form” means an ordering document executed by the parties that references these Terms.

“Data Processing Addendum” or “DPA” means the data processing addendum entered into between the parties.

“Restricted Data” means protected health information received from or on behalf of a covered entity or a business associate, payment card data, government-issued identification numbers, and authentication credentials.

“Acceptable Use Policy” or “AUP” means the policy published at citaria.com/aup, as updated from time to time.

2.1 Grant. Subject to these Terms and any applicable Order Form, Citaria grants Customer a non-exclusive, non-transferable right to access and use the Services during the term.

2.2 Authorized Users. Customer may permit Authorized Users to use the Services. Customer is responsible for its Authorized Users’ compliance with these Terms and for all activity under its account.

2.3 Account security. Customer will keep access credentials confidential and will notify Citaria promptly if it becomes aware of unauthorized access to its account.

3.1 Ownership. As between the parties, Customer retains all right, title, and interest in Customer Content. Citaria acquires no ownership in it.

3.2 Limited licence. Customer grants Citaria a non-exclusive licence to host, process, transmit, and display Customer Content solely to provide, secure, and support the Services for Customer, and to comply with law.

3.3 No training. Citaria does not use Customer Content to train, fine-tune, or improve any machine-learning model, whether its own or a third party’s. Citaria will not make Customer Content available to any model or transcription provider unless that provider is engaged under terms or account settings that exclude training on Customer Content; for each such provider Citaria records the contractual term or account setting it relies on and will make that record available to Customer on request. Every other sub-processor is engaged under written data protection terms. Where those terms do not cover all of the data we send to a provider, that is noted in the sub-processor table. The sub-processors engaged for the Services, and the terms applicable to each, are listed at citaria.com/trust#sub-processors.

Nothing in this Section prevents Citaria from applying Customer Content within Customer’s own workspace to produce results for Customer, including indexing, retrieval, and in-context personalisation (that is, supplying Customer Content to a model at inference time without altering the model), provided that such processing does not train, fine-tune, or otherwise adjust the parameters of any machine-learning model, and does not make Customer Content or anything derived from it available to any other customer.

3.4 Service Data. Citaria may collect, generate, and process Service Data to operate, secure, monitor, troubleshoot, measure, and improve the Services, to produce reporting for Customer, and to develop new features. This includes tuning and evaluating the ranking, retrieval, routing, and quality-scoring components of the Services. Citaria may retain and use Service Data, including in aggregated and de-identified form, during and after the term of this Agreement for those purposes. As between the parties, Citaria owns Service Data and all associated intellectual property rights.

Citaria’s processing of Service Data is subject to Section 3.3, to the security measures described at citaria.com/trust, and, to the extent Service Data contains personal information, to the Privacy Policy. Citaria will not (a) attempt to re-identify any individual, Customer, or research participant from de-identified or aggregated Service Data, (b) combine Service Data with data sets obtained from third parties for the purpose of re-identification, or (c) disclose Service Data outside Citaria other than (i) to sub-processors acting on Citaria’s behalf under written data protection terms, and (ii) in aggregated form that does not identify any Customer, Authorized User, or research participant.

The rights granted to Citaria in the first paragraph of this Section apply to Service Data generated on or after 4 August 2026. The commitments in the second paragraph apply to all Service Data.

3.5 Feedback. If Customer or an Authorized User submits feedback about the Services — including by rating a generated result or completing a feedback form — Citaria may use, implement, and exploit that feedback without restriction and without obligation or compensation to Customer. Feedback comprises the rating or submission itself and any text the user chooses to enter into a feedback field. Feedback does not include the Customer Content to which the feedback relates, and Citaria does not retain or use that Customer Content by reason of the feedback. To the extent any feedback submission contains Customer Content, that material remains Customer Content, and Sections 3.2, 3.3 and 10.2 continue to apply to it.

3.6 Support and troubleshooting. Providing and supporting the Services may require Citaria personnel to access specific Customer Content — for example, to diagnose a defect that Customer has reported. Such access is limited to what is necessary for the task, is performed only by authorized personnel, and is logged.

Customer represents and warrants that, for each submission of Customer Content:

(a) Rights. Customer has all rights necessary to submit the material to the Services and to permit the processing described in these Terms and the Documentation.

(b) Notices and consents. Customer has provided all required notices to, and obtained all required consents from, the individuals whose personal information appears in the material — including (A) any applicable all-party or two-party recording consent requirements, and (B) any applicable biometric privacy laws with respect to automated speaker separation and related processing — and has done so on behalf of Citaria and its sub-processors, each identified as Customer’s service provider.

(c) Lawful origin. The material was obtained lawfully and not in breach of any obligation owed to a third party.

(d) Downstream restrictions. If Customer obtained any material subject to a data use agreement, authorization, or IRB-approved protocol that restricts downstream processing, Customer will ensure that Citaria’s processing as described in the Documentation is consistent with those restrictions.

(e) HIPAA status. Customer (i) is not a HIPAA covered entity, or if it is, it is not submitting the material in connection with its covered functions; and (ii) is not creating, receiving, maintaining, or transmitting the material on behalf of a covered entity in a capacity that would render Customer a business associate. If either ceases to be true, Customer will notify Citaria and suspend uploads until the parties have executed a Business Associate Agreement.

These are representations and warranties. They are not conditions precedent to the Services, and a breach of them does not by itself invalidate the licence granted in Section 3.2.

5.1 Protected health information. The Services are not designed to receive Protected Health Information (“PHI”) as defined at 45 CFR §160.103 from a covered entity or from a business associate acting on its behalf. Customer will not submit such material unless the parties have executed a Business Associate Agreement.

Customer may submit interview content that discusses health conditions, treatments, or medical device use in the ordinary course of qualitative research, provided the representations in Section 4 are true.

5.2 Account Data. Customer will not include PHI, payment card data, government-issued identification numbers, or credentials in Account Data.

Customer will comply with the AUP. Citaria may update the AUP from time to time; material changes take effect on notice to Customer.

7.1 How the Services work. The Services use automated systems, including large language models, to transcribe, organize, and analyse Customer Content, and to generate summaries, themes, and draft documents (“Output”).

7.2 Design purpose. The Services are designed to support a qualified researcher’s own analysis — not to replace it. Output may contain errors, omissions, or statements not supported by the underlying material. Customer is responsible for reviewing Output before relying on it or presenting it to any third party. The Services provide citation and playback features to make that review practicable.

7.3 No warranty on Output. Output is provided as is. Citaria does not warrant that Output is accurate, complete, or fit for any particular purpose.

Public share pages are published by Customer, not by Citaria. Customer is solely responsible for the content of any page it makes publicly accessible and represents that it has obtained all consents required for public disclosure of the personal information contained in it. Citaria may disable any public share page at any time, including on request from a person identified in it.

9.1 Fees. Customer will pay the fees set out in the applicable Order Form. Fees are non-refundable except as expressly stated.

9.2 Term. These Terms begin on the effective date of the first Order Form and continue until all Order Forms have expired or been terminated.

9.3 Termination for cause. Either party may terminate for the other’s material breach that remains uncured after written notice and a reasonable opportunity to cure.

9.4 Suspension. Citaria may suspend access where necessary to prevent harm to the Services, to other customers, or to comply with law, and will restore access once the cause is resolved.

10.1 Export. During the term and for a reasonable period after it ends, Citaria will provide Customer Content to Customer in a commonly used format on written request.

10.2 Deletion. On termination, or on Customer’s written request, Citaria will delete Customer Content in accordance with the DPA and its published retention practices. Deleted material is removed from Customer’s view immediately and purged from active systems after a grace period, during which Customer may request recovery.

11.1 Disclaimer. Except as expressly stated in these Terms, the Services are provided as is, and Citaria disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

11.2 Limitation of liability. Except for the Excluded Claims, each party’s total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees paid or payable by Customer under the applicable Order Form in the twelve months preceding the event giving rise to the claim, or (b) one thousand US dollars (US$1,000).

11.3 Excluded Claims. The limitation in Section 11.2 does not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 11.5; and (c) claims for infringement of a party’s intellectual property rights.

11.4 Consequential damages. Except as provided in the DPA, neither party is liable for lost profits or for indirect, special, incidental, or consequential damages.

11.5 Indemnification. Customer will defend and indemnify Citaria against third-party claims arising from Customer Content or from Customer’s breach of Section 4. Citaria will defend and indemnify Customer against third-party claims that the Services infringe that third party’s intellectual property rights.

12.1 Order of precedence. In the event of conflict: (a) for matters concerning the processing of personal data, the DPA prevails; (b) for all other matters, an executed Order Form prevails over these Terms; and (c) the governing law and forum specified in the Standard Contractual Clauses incorporated into the DPA apply to matters within the scope of those Clauses, and Section 12.4 applies to all other matters.

12.2 Data processing. The DPA is incorporated into these Terms by reference and governs Citaria’s processing of personal data contained in Customer Content. No Order Form or amendment to these Terms varies the DPA unless it says so expressly.

12.3 Publicity. Neither party will use the other’s name or marks publicly without the other’s prior written consent.

12.4 Governing law and forum. These Terms are governed by the laws of the State of Washington, excluding its conflict-of-laws rules. The state and federal courts located in King County, Washington have exclusive jurisdiction, and each party consents to that jurisdiction and venue.

12.5 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in connection with a merger or sale of substantially all assets.

12.6 Entire agreement. These Terms, together with the DPA, the AUP, and any Order Form, are the entire agreement between the parties on their subject matter.