Last Updated: January 16, 2025
Welcome to LATENT SOFTWARE LLC (the "Company," "we," "us," or "our"). The following Terms of Service (the "Terms") govern your (the "User," "you," or "your") use of and access to all websites, mobile applications, software, digital goods, community forums, communications platforms, physical merchandise sales, and any other products or services we may provide now or in the future (collectively, the "Services").
By accessing or using our Services in any manner, you agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree, you must not use or access our Services and/or you must discontinue use of our Services immediately.
1.1 Umbrella Coverage
These Terms serve as a universal set of conditions for all products, services, websites, apps, digital goods, in-app purchases, software licenses, subscriptions, membership offerings, e-books, courses, physical merchandise, and any other items (collectively, the "Offerings") sold or distributed by us under any brand or channel managed by the Company.
1.2 Separate or Supplemental Terms
Some specific products or features may have separate or supplemental terms ("Supplemental Terms"), which will be presented to you at the time of purchase, download, or access. If there is any conflict between these Terms and the Supplemental Terms, the latter shall control only for that specific product or feature.
1.3 Modifications to These Terms
We reserve the right to change, update, or modify these Terms at any time in our sole discretion. If we make material changes, we will notify you by posting the revised Terms on our website(s) or by other reasonable means. Your continued use of our Services after the effective date of any changes constitutes acceptance of those changes. If you do not agree with the updated Terms, you must cease using the Services immediately.
1.4 Future Product Types
These Terms apply to any additional or future products, services, or distribution channels that the Company may introduce, unless otherwise stated in separate terms.
2.1 Age Requirement
You must be at least the age of majority in your jurisdiction to use our Services. If you are under the age of 13 (or the age specified by local law for parental consent), you are strictly prohibited from using the Services.
2.2 Legal Capacity
By using our Services, you represent and warrant that (a) you have the right, authority, and capacity to enter into these Terms; and (b) you will abide by all of these Terms.
2.3 Account Creation & Security
Some of our Services require you to create a user account. You agree to:
- Provide accurate, current, and complete information.
- Maintain and promptly update your information.
- Keep your account credentials confidential and secure. You are solely responsible for all activities under your account. We are not liable for any loss or damage resulting from unauthorized use of your account.
2.4 Multiple Accounts & Enforcement
We reserve the right to restrict, suspend, or terminate any account that we suspect is duplicative, fraudulent, or otherwise violates these Terms or our policies. We may do so without prior notice and at our sole discretion.
3.1 Digital Goods & Software
We may offer digital products, including but not limited to downloadable software, SaaS platforms, e-books, courses, and in-app purchases. These digital goods are licensed, not sold. Unless otherwise specified, you receive only a personal, limited, non-exclusive, non-transferable, revocable license to use these digital goods for personal or internal business purposes.
3.2 Subscriptions & Memberships
Certain Services may be provided on a subscription basis (monthly, yearly, or otherwise). By subscribing, you authorize us (or our third-party payment processors) to charge you periodically until you cancel. Subscriptions may auto-renew unless canceled in accordance with Section 7 (Billing & Payment).
3.3 Physical Merchandise
We may, from time to time, offer physical goods (e.g., apparel, merchandise, books). Any shipping timelines, return policies, or additional terms for physical goods will be disclosed at the point of purchase.
3.4 Community & Forums
We may host community forums, discussion boards, or other interactive platforms. Your conduct in these forums is subject to Section 9 (Prohibited Conduct & Community Standards).
3.5 Third-Party Platforms & App Stores
Where our Services are distributed via third-party platforms (such as Apple App Store, Google Play, Amazon, or other marketplaces), your access and use may be subject to both these Terms and the respective platform's terms and conditions. You agree to comply with any applicable third-party rules, and in the event of a conflict, those third-party rules may control your use of that platform's distribution channels.
3.6 Data & Backups
You are solely responsible for maintaining backups of any data you upload, create, or modify while using the Services. We do not guarantee data retention or recovery.
4.1 Ownership & Reservation of Rights
All trademarks, service marks, logos, trade names, domain names, software, code, designs, and other proprietary rights related to the Services (collectively, "Company IP") are the exclusive property of the Company or its affiliates and/or partners, as applicable. Your use of the Services does not grant you any ownership interest in or rights to Company IP.
4.2 Limited License to You
Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use our Services for legitimate, lawful purposes. This license is for personal or internal business use only and does not include the right to sublicense or resell our Services.
4.3 No Implied Rights
No rights or licenses are granted to you by implication, estoppel, or otherwise, except as expressly set forth in these Terms.
4.4 Feedback
If you submit ideas, suggestions, or other feedback (collectively, "Feedback") to us, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use, copy, modify, and otherwise exploit that Feedback for any purpose without acknowledgement or compensation to you.
5.1 User-Generated Content
Certain features may allow you to post or upload content (text, images, videos, code, or other materials, collectively "User Content"). You retain any rights you have in your User Content, but by posting it, you grant us a non-exclusive, worldwide, royalty-free license to use, display, reproduce, distribute, modify, and create derivative works for the purpose of operating or improving the Services.
5.2 Responsibilities & Representations
You represent and warrant that (a) you own or have the necessary rights to post your User Content; (b) your User Content does not violate any laws or infringe the rights of third parties; and (c) you will not post any content that is obscene, hateful, harassing, defamatory, sexually explicit, or otherwise objectionable.
5.3 Removal of User Content
We reserve the right, but have no obligation, to monitor, screen, and remove any User Content that violates these Terms or that we find inappropriate, in our sole discretion.
6.1 Prohibited Use
You agree that you will not:
- Use the Services for any unlawful purpose or in violation of any local, state, national, or international law.
- Post or transmit content that is illegal, harmful, harassing, defamatory, obscene, or otherwise objectionable.
- Infringe upon or violate our intellectual property rights or the rights of others.
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of any software component of the Services.
- Circumvent any security measures or attempt to gain unauthorized access to any part of the Services.
- Use the Services to distribute unsolicited promotional or commercial content (spam).
- Collect or store personal data about other users without their consent.
6.2 Enforcement & Termination
Any violation of this Section may result in immediate suspension or termination of your account and/or access to the Services. We reserve the right to pursue any additional remedies available at law or in equity.
7.1 Pricing & Fees
We will display or communicate pricing, subscription fees, one-time charges, or other costs prior to any purchase. By completing a transaction, you agree to pay the stated amount in accordance with the disclosed payment terms.
7.2 Payment Methods
We (or our appointed payment processors) accept various forms of payment (credit/debit cards, digital wallets, etc.). You authorize us to charge the payment method you provide for any applicable fees. You are responsible for ensuring your payment details are accurate and up to date.
7.3 Auto-Renewing Subscriptions
If you purchase a subscription, it may automatically renew at the end of the billing cycle unless canceled. You may manage your subscription settings in your account or by contacting us at tos [at] latentsoftware [dot] com. Cancellation requests must be received at least 10 days prior to the next billing date to avoid incurring charges for the next cycle.
7.4 Refunds
All sales are final and non-refundable unless expressly stated otherwise in writing or required by law. We may, at our sole discretion, offer refunds or credits on a case-by-case basis. Refund requests must be submitted within 30 days of purchase. We will review refund requests on a case-by-case basis.
7.5 Taxes
You are responsible for any applicable sales, use, value-added, or similar taxes or duties imposed by any jurisdiction in connection with your purchases or use of our Services.
7.6 Late Payments & Chargebacks
If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, we may suspend or terminate your access to the Services until we receive a valid payment. Chargebacks or payment disputes initiated by you without prior good-faith communication may lead to account suspension and potential legal action.
8.1 Shipping
For physical merchandise, we will provide estimated shipping timelines. However, we do not guarantee delivery times. Any shipping fees will be disclosed at checkout.
8.2 Risk of Loss
Title and risk of loss pass to you upon our transfer of the products to the carrier. We are not responsible for any delays or losses caused by the carrier.
8.3 Returns & Exchanges
Our return and exchange policy for physical goods, if offered, will be posted on the relevant product or checkout page. In the absence of a specific policy, all physical merchandise sales are final.
9.1 Positive Environment
We aim to maintain a positive, harm-free environment. You agree not to post or engage in content that is discriminatory, hateful, or depicts illegal, violent, or exploitative behavior.
9.2 Aggressive Moderation
We reserve the right to immediately remove any content, and/or ban users who post content that violates these guidelines, at our sole discretion. No refunds or appeals will be granted in such circumstances.
9.3 Meetups & Offline Events
Any offline or in-person events organized under our name or brand are also subject to these Terms. Attendees must comply with all local laws and these Terms. We are not liable for any harm or injury that may occur at such events, or as a result of such events.
10.1 As Is / As Available
To the maximum extent permitted by law, the Services (including all content, functions, and offerings) are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
10.2 No Guarantee
We do not guarantee that the Services will be uninterrupted, secure, error-free, or free from harmful components. We do not guarantee the accuracy, completeness, or reliability of any information provided through the Services.
10.3 Third-Party Content
We are not responsible for the accuracy or reliability of any third-party content or services linked or integrated into our Services. Your use of any third-party content is at your own risk.
11.1 Exclusion of Certain Damages
To the fullest extent permitted by law, in no event shall the Company, its members, shareholders, directors, officers, employees, affiliates, agents, or licensors be liable for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with:
- Your access to or use of (or inability to use) the Services;
- Any unauthorized access to or alteration of your transmissions or data;
- Any other matter relating to the Services.
11.2 Cap on Liability
Our total liability for any claim arising from or relating to these Terms shall not exceed the greater of:
- The total amount of fees paid by you to us in the twelve (12) months preceding the claim; or
- One Hundred U.S. Dollars (USD $100).
11.3 Jurisdictional Limitation
Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of certain liabilities. To the extent that such laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply.
You agree to indemnify, defend, and hold harmless the Company, its members, shareholders, directors, officers, employees, affiliates, agents, and licensors from and against any and all claims, liabilities, damages, losses, or expenses (including attorneys' fees and costs) arising out of or in any way connected with:
- Your use or misuse of the Services;
- Your breach or alleged breach of these Terms;
- Your violation of any law or the rights of any third party;
- Any content you post or submit through the Services.
13.1 Termination by Us
We reserve the right to suspend or terminate your access to the Services at any time, with or without cause, and with or without notice.
13.2 Termination by You
You may terminate these Terms at any time by discontinuing use of all Services and deleting your account, if applicable.
13.3 Effect of Termination
Upon termination: (a) your access rights will end; (b) any licenses granted to you will terminate; and (c) Sections 4.1 (Ownership), 4.4 (Feedback), 5.1 (User-Generated Content licenses), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law), and 15 (General Provisions) will survive termination of these Terms.
14.1 Governing Law
These Terms and any dispute related thereto shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict-of-law provisions.
14.2 Injunctive Relief
Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.
14.3 Class Action Waiver
You agree that any dispute will be conducted only on an individual basis and not as a class, consolidated, or representative action.
15.1 Entire Agreement
These Terms, together with any Supplemental Terms and our Privacy Policy, constitute the entire agreement between you and us regarding the Services, superseding any prior agreements or understandings.
15.2 Severability
If any provision of these Terms is held invalid, the remainder shall remain enforceable.
15.3 No Waiver
Our failure to enforce any right or provision does not constitute a waiver of future enforcement.
15.4 Assignment
We may assign or transfer our rights and obligations under these Terms, in whole or in part, to any party at any time without notice. You may not assign these Terms or transfer any rights to any third party without our prior written consent.
15.5 No Agency
Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between you and us.
15.6 Force Majeure
We shall not be liable for any delays or failure in performance resulting from causes beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, or governmental actions.
15.7 Notices
Any notices to you may be made via posting on the Services, by email, or by postal mail. Notices to the Company must be sent to tos [at] latentsoftware [dot] com.
15.8 Contact Us
If you have any questions about these Terms or our Services, please contact us at: Email: tos [at] latentsoftware [dot] com Address: 30 N Gould St, Ste N, 82801 Sheridan, Wyoming, USA
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use of our Services immediately.
Thank you for using LATENT SOFTWARE LLC's Services!