Terms of Use

Acceptance of terms

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“you” or “User”) and Latent Ape, LLC, a Tennessee limited liability company (“Latent Ape,” “we,” “us,” or “our”). These Terms govern your access to and use of our websites, SaaS platforms, iOS applications, APIs, and any other products or services we operate (collectively, the “Services”).

By creating an account, downloading an application, or otherwise accessing or using any of the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

You represent that you are at least 13 years of age (or 16 in the EEA/UK) and have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

Changes to these Terms

We reserve the right to modify these Terms at any time in our sole discretion. When we make material changes, we will update the “Last updated” date and may provide additional notice (such as an in-app prompt or email). Your continued use of the Services after the revised Terms take effect constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services.

Accounts

Some Services require you to create an account. You agree to provide accurate, current, and complete information and to keep it updated. You are solely responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately at security@latentape.com if you suspect unauthorized use.

We reserve the right to suspend or terminate any account at any time, for any reason or no reason, with or without notice, including for violation of these Terms or conduct that we determine, in our sole discretion, to be harmful to other users, us, or third parties.

User content & license grant

4.1 — Ownership

You retain ownership of any intellectual property rights you hold in content you create, upload, submit, or transmit through the Services (“User Content”), subject to the license granted below.

4.2 — License to Latent Ape

By submitting User Content, you grant Latent Ape a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit your User Content in any media now known or hereafter developed, for any purpose, including:

• Operating, providing, and improving the Services;
• Developing new products, features, and services;
• Training, validating, fine-tuning, and improving artificial intelligence and machine learning models and algorithms, whether used within the Services or in separate Latent Ape products;
• Generating aggregated, de-identified, or anonymous datasets;
• Marketing and promoting the Services (e.g., displaying anonymized examples);
• Any other lawful commercial purpose.

This license survives termination of your account. For clarity, Latent Ape is not required to attribute User Content to you.

4.3 — Representations

You represent and warrant that: (a) you own or have the necessary rights to submit your User Content and grant the license above; (b) your User Content does not infringe, misappropriate, or violate the rights of any third party; and (c) your User Content complies with all applicable laws and these Terms.

4.4 — No obligation

We have no obligation to monitor, store, or maintain User Content. We may remove or disable access to any User Content at any time, for any reason or no reason, without notice.

Latent Ape intellectual property

All right, title, and interest in and to the Services — including software, algorithms, AI/ML models, interfaces, designs, text, graphics, logos, trademarks, trade names, and all related intellectual property (“Latent Ape IP”) — are and shall remain the exclusive property of Latent Ape and its licensors. Nothing in these Terms grants you any right, title, or interest in any Latent Ape IP except the limited license to use the Services as expressly permitted herein.

You may not copy, modify, reverse engineer, decompile, disassemble, or create derivative works of any part of the Services, except as expressly permitted by applicable law.

Feedback

If you provide us with any suggestions, ideas, improvements, bug reports, or other feedback regarding the Services (“Feedback”), you hereby assign to Latent Ape all right, title, and interest in and to such Feedback. We are free to use, disclose, reproduce, license, distribute, and exploit Feedback in any manner without any obligation, attribution, or compensation to you.

Acceptable use

You agree not to:

• Violate any applicable law, regulation, or third-party right;
• Use the Services to transmit malware, spam, or illegal content;
• Interfere with, disrupt, or place an unreasonable burden on the Services or their infrastructure;
• Attempt to gain unauthorized access to any part of the Services or any systems or networks connected to them;
• Scrape, crawl, or use automated means to access the Services without our prior written consent;
• Circumvent any rate limits, access controls, or security measures;
• Use the Services to develop a competing product or service;
• Sub-license, resell, or redistribute access to the Services except as expressly authorized;
• Use AI-generated outputs from the Services to train third-party AI/ML models without our prior written consent.

We may investigate and take any action we deem appropriate in response to violations, including suspension or termination of access and reporting to law enforcement.

Subscriptions & payment

8.1 — Billing

Certain Services require a paid subscription. By subscribing, you authorize us (or our payment processor) to charge the applicable fees to your payment method on a recurring basis. All fees are stated in U.S. dollars unless otherwise indicated.

8.2 — Auto-renewal

Subscriptions automatically renew at the end of each billing period (monthly or annual, as applicable) unless you cancel before the renewal date. You may cancel at any time through your account settings or, for iOS subscriptions, through Apple’s subscription management.

8.3 — Price changes

We may change subscription prices at any time. For existing subscribers, price changes take effect at the start of the next billing period following at least 30 days’ advance notice. Continued use after a price change constitutes acceptance of the new price.

8.4 — Refunds

Except as required by applicable law, all fees are non-refundable. For purchases made through the Apple App Store, Apple’s refund policies apply.

8.5 — Free trials & promotions

If we offer a free trial or promotional period, your subscription will automatically convert to a paid subscription at the end of the trial unless you cancel before the trial expires.

Third-party services

The Services may contain links to or integrations with third-party websites, services, or content. We do not control, endorse, or assume any responsibility for third-party services. Your use of any third-party service is governed by that party’s own terms and policies.

Disclaimer of warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LATENT APE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, LATENT APE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, DATA, OR AI-GENERATED OUTPUT WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF AND RELIANCE ON THE SERVICES AND ANY CONTENT OR OUTPUT THEREOF.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LATENT APE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF LATENT APE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LATENT APE’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO LATENT APE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Latent Ape and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

Dispute resolution & arbitration

13.1 — Informal resolution

Before filing any formal proceeding, you agree to first contact us at legal@latentape.com and attempt to resolve the dispute informally for at least 60 days.

13.2 — Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally shall be resolved exclusively by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted in Nashville, Tennessee (or, at the election of the claimant, by videoconference). The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 — Class action waiver

YOU AND LATENT APE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding.

13.4 — Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights. Claims within small claims court jurisdiction may also be brought there.

Termination

You may stop using the Services at any time. We may suspend or terminate your access to the Services at any time, for any reason or no reason, with or without notice. Upon termination, your right to use the Services ceases immediately.

Sections that by their nature should survive termination shall survive, including Sections 4.2 (License to Latent Ape), 5 (IP), 6 (Feedback), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13 (Arbitration), and 16 (Governing Law).

Modifications to Services

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, temporarily or permanently, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

Governing law & venue

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-law provisions. To the extent that any action is not subject to arbitration under Section 13, the exclusive jurisdiction and venue for any such action shall be the state and federal courts located in Nashville, Tennessee, and you consent to the personal jurisdiction of those courts.

Apple App Store terms

The following additional terms apply to any Service accessed through an iOS application obtained from the Apple App Store:

• These Terms are between you and Latent Ape only, not with Apple Inc. (“Apple”). Latent Ape, not Apple, is solely responsible for the application and its content.
• Your license to use the application is limited to a non-transferable license to use the application on any Apple-branded device that you own or control, as permitted by the App Store Terms of Service.
• Latent Ape, not Apple, is responsible for providing any maintenance and support services with respect to the application.
• In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) of the application. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the application.
• Latent Ape, not Apple, is responsible for addressing any claims relating to the application, including product liability claims, claims that the application fails to conform to legal or regulatory requirements, and claims arising under consumer protection or similar legislation.
• In the event of any third-party claim that the application or your use of it infringes a third party’s intellectual property rights, Latent Ape, not Apple, shall be solely responsible for the investigation, defense, settlement, and discharge of such claim.
• Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
• You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

General provisions

18.1 — Entire agreement

These Terms, together with the Privacy Policy and any supplemental terms for specific Services, constitute the entire agreement between you and Latent Ape regarding the Services and supersede all prior agreements and understandings.

18.2 — Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

18.3 — Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 — Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets, without restriction or notice to you.

18.5 — Force majeure

Latent Ape shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, war, terrorism, epidemics, government actions, power failures, internet or telecommunications outages, or third-party service disruptions.

18.6 — Notices

We may send notices to you via email, in-app notification, or by posting to the Services. You agree that electronic notice constitutes adequate notice for all purposes. Notices to us must be sent to legal@latentape.com.

Contact

If you have questions about these Terms, please contact us:

Latent Ape, LLC
Nashville, Tennessee
legal@latentape.com