Table of Contents
Introduction & Acceptance
Welcome to Citadelway, a SaaS platform for e‑commerce operators provided by Citadel Shield LLC, a Delaware limited liability company with business operations based in Spain. Our registered agent is Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, USA.
These Terms & Conditions (“Terms”) form a legally binding agreement between you (“Operator”, “you” or “your”) and Citadel Shield LLC (“Citadelway”, “we”, “us” or “our”). By creating an account, accessing the Platform, or otherwise using our Services, you confirm that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy and any other policies referenced herein.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not create an account or use the Platform.
Definitions
Capitalised terms shall have the meanings set out below or as defined elsewhere in these Terms:
- “Platform” or “Citadelway”: the software‑as‑a‑service platform, including all websites, APIs, dashboards, storefronts, and related tools provided by us.
- “Operator”: you, the individual or entity that registers for an account to manage client projects, create storefronts, and utilise the Services.
- “Buyer”: an end customer who purchases products or services through an Operator‑managed storefront.
- “Storefront”: a branded online store created and managed by an Operator using the Platform.
- “Services”: all features, functionalities, and tools made available through the Platform.
- “Content”: any text, images, data, files, or other materials you upload, transmit, or display on or through the Platform.
Account Registration & Security
You must be at least 18 years old and capable of forming a legally binding contract. By registering, you represent that you meet this requirement and that all information you provide is accurate, current, and complete. Accounts created by automated means (bots) or under false identities are strictly prohibited.
Each Operator is limited to a single account. Attempting to create multiple accounts or transferring an account to another party without our written permission may result in immediate termination and forfeiture of any funds held in the account.
You are solely responsible for maintaining the confidentiality of your login credentials and for all activities under your account. Enable two‑factor authentication (2FA) immediately. Notify us at [email protected] if you suspect any unauthorised access. Citadelway is not liable for losses caused by compromised credentials.
Before payouts are enabled, Operators must complete the regulatory and account requirements currently requested by Stripe or another payment provider. Depending on the country, business type, requested capabilities, and provider risk checks, the provider may request additional information or documents. Such information is submitted directly to the provider. Citadelway receives account status and capability results, but does not represent that a government ID, selfie, liveness check, or proof of human presence is performed in every case.
Platform Services & License
Citadelway provides tools for operators to build and manage storefronts, process payments, track orders, manage multiple clients, clone projects, access analytics, and manage commerce operations. Specific features may vary over time.
Subject to your compliance with these Terms, we grant you a non‑exclusive, non‑transferable, revocable license to access and use the Platform for your lawful business purposes. This license does not include the right to resell, sublicense, or commercially exploit the Platform beyond the intended use.
We strive to maintain high availability but do not guarantee uninterrupted access. Scheduled maintenance will be announced in advance where possible. We reserve the right to modify, suspend, or discontinue any feature without prior notice, provided that material changes affecting core functionality will be communicated.
Features labelled “beta”, “pre‑release”, or “experimental” are provided “as‑is” and may contain defects. Your use of beta features is at your own risk, and we offer no service‑level commitments for them.
Annual License Model
Citadelway is provided under an annual license model. Access to the Platform is granted for a 12-month term per purchased license, subject to renewal and continued compliance with these Terms.
The license is not a transfer of ownership. It gives the Operator the right to use the Platform during the active license period for lawful business purposes, according to the plan limits and features shown at checkout or in the dashboard.
Payments, Fees & Payouts
Citadelway offers a Free plan for up to 2 clients with a 10% commission fee, annual paid subscriptions for higher client limits, and Custom arrangements where agreed separately. Unless expressly stated otherwise at checkout or in a separate written agreement, all fees are quoted exclusive of VAT, GST, or other applicable taxes, which you are responsible for remitting.
Funds from completed orders, less any payment processor fees, chargebacks, or refunds, are held in your Citadelway balance. You may request a payout through an active payout account or supported crypto wallet (via Stripe or Cryptomus). Payouts are subject to a minimum threshold, completion of the payment provider requirements currently due, active payout capabilities, and standard processing times. We reserve the right to delay or withhold payouts if we reasonably suspect fraud, violation of these Terms, or pending disputes.
If a Buyer initiates a chargeback or payment dispute, the disputed amount plus any chargeback fee will be deducted from your balance. You may submit evidence to contest the chargeback through our dispute process. Persistent chargeback ratios may lead to account review or termination.
You are solely responsible for determining and paying any taxes applicable to your sales, including VAT, sales tax, or income tax. Citadelway may provide tax documentation (e.g., 1099‑K for US operators) where legally required, but we do not provide tax advice.
Intellectual Property
All rights, title, and interest in and to the Platform, including its software, code, design, branding, workflows, and documentation, are owned exclusively by Citadel Shield LLC. Except for the limited license in Section 4, no ownership rights are transferred to you.
You retain ownership of all Content you upload to the Platform (storefront designs, product listings, logos). By uploading Content, you grant us a worldwide, royalty‑free, non‑exclusive license to host, display, and distribute that Content solely as necessary to provide the Services. You represent that you have all rights required to use that Content and that it does not infringe third‑party intellectual property.
Any suggestions, ideas, or feedback you provide about the Platform may be used by us without obligation or compensation.
We respect intellectual property rights and respond to valid DMCA takedown notices. If you believe Content on the Platform infringes your copyright, contact [email protected] with the required information. We will promptly investigate and take appropriate action.
Acceptable Use Policy
You may use the Platform only for lawful purposes. The following activities are strictly prohibited:
- Selling counterfeit goods, stolen items, or products that violate applicable laws.
- Offering regulated products (pharmaceuticals, weapons, adult content) without proper authorisation.
- Engaging in fraud, money laundering, or financing of illegal activities.
- Infringing intellectual property or privacy rights of any person or entity.
- Harassing, threatening, or discriminating against Buyers or other Operators.
- Uploading malicious code, viruses, or attempting to compromise Platform security.
- Scraping, data‑mining, or reverse‑engineering the Platform without our written consent.
Third-Party Services & Integrations
The Platform integrates with third‑party services (Stripe, Cryptomus, LinkedIn, etc.) to facilitate payments, identity verification, or certification display. Your use of these services is subject to their respective terms and policies. Citadelway is not responsible for the availability, accuracy, or practices of third‑party providers.
If you choose to link your LinkedIn profile for certification display, you authorise us to access and display the information allowed by the LinkedIn API. You may revoke this integration at any time.
Privacy
Our collection and processing of personal data are described in our Privacy Policy, which is incorporated by reference into these Terms. By using the Platform, you consent to the practices described therein. If you are an Operator processing Buyer data, you must comply with all applicable data protection laws and your own privacy notice displayed on your storefront.
Disclaimers & Limitation of Liability
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, CITADELWAY DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND TITLE. WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE ERROR‑FREE, SECURE, OR UNINTERRUPTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CITADEL SHIELD LLC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY YOU TO CITADELWAY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), WHICHEVER IS GREATER.
Indemnification
You agree to defend, indemnify, and hold harmless Citadel Shield LLC and its affiliates, officers, and employees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your breach of these Terms; (b) your Content; (c) your violation of any law or third‑party right; or (d) any dispute between you and a Buyer or other third party.
Termination & Suspension
You may close your account at any time by contacting [email protected]. Upon closure, we will cancel any pending annual license renewal and process any remaining balance subject to our payout policies. Your Content may be retained for a limited period as described in our Privacy Policy.
We may suspend or terminate your account without notice if: (i) you breach these Terms or any applicable policy; (ii) we reasonably believe your account is involved in fraudulent or illegal activity; (iii) we are required to do so by law; or (iv) we discontinue the Service in its entirety. In non‑fraudulent terminations, we will make reasonable efforts to notify you and release your undisputed funds after deducting outstanding fees.
Provisions that by their nature should survive termination (including intellectual property, limitations of liability, indemnification, and dispute resolution) shall continue in full force and effect.
Dispute Resolution & Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating any formal proceeding, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. We will make reasonable efforts to find a mutually acceptable solution within 30 days.
Any dispute not resolved informally shall be settled by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, USA, in the English language, and before a single arbitrator. The arbitrator’s award may be entered in any court of competent jurisdiction. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION AGAINST CITADELWAY.
If you are a consumer residing in the European Economic Area, the mandatory consumer protection laws of your country of residence apply, and you may bring a claim in the courts of your place of habitual residence. Nothing in this section deprives you of those statutory rights.
Changes to These Terms
We may revise these Terms from time to time to reflect changes in our practices, legal obligations, or feature sets. When we make material changes, we will:
- Update the “Effective” date above.
- Send an email notice to all active Operators at least 14 days prior to the changes taking effect.
- Post a prominent notice in the dashboard.
Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must discontinue use and close your account.
Contact & Legal Notices
For any questions, concerns, or legal notices regarding these Terms, please contact us using the details below. We aim to acknowledge all inquiries within 72 hours.
We encourage you to read our Privacy Policy for information on how we handle your data.