Last updated: March 18, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you and Latentforce, Inc. ("Latentforce," "we," "us," or "our"), a corporation organized under the laws of Delaware with its principal place of business at 500 Boylston Street, Suite 1000, Boston, MA 02116. By accessing or using our website at latentforce.org or our AI inference infrastructure platform and related services (collectively, the "Services"), you agree to be bound by these Terms.
If you are accessing the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and all references to "you" in these Terms refer to both you individually and the organization you represent. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.
We may modify these Terms at any time. If we make material changes, we will notify you by posting a notice on our website or by sending you an email to the address associated with your account at least 30 days before the changes take effect. Your continued use of the Services after the effective date of the changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services before the effective date.
Latentforce provides AI inference infrastructure services including model serving infrastructure, inference optimization tooling, latency monitoring, autoscaling management, quantization pipelines, and related technical services. The specific services available to you depend on your subscription tier, as described in your service agreement and on our pricing page at latentforce.org/price.html.
We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, except that we will provide at least 90 days' notice before discontinuing a service that is actively used by paid subscribers. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.
The Services are provided as described in the applicable service documentation and subject to the service level commitments in your service agreement. We do not warrant that the Services will meet every specific requirement you may have or that they will be available without interruption, error-free, or completely secure at all times.
To access certain features of our Services, you must create an account. When creating an account, you agree to provide accurate, current, and complete information, to maintain and promptly update that information to keep it accurate, to keep your account credentials confidential and secure, and to notify us immediately of any unauthorized use of your account or any other security breach at security@latentforce.org.
You are responsible for all activities that occur under your account, whether or not you authorized them. We recommend enabling multi-factor authentication on your account, which is available and encouraged for all users. We are not liable for any loss or damage arising from your failure to maintain adequate account security.
We reserve the right to suspend or terminate your account if we determine, in our sole discretion, that you have violated these Terms, that your account has been compromised or is being used for fraudulent or illegal activity, or that continued access poses a security risk to our infrastructure or other users.
You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services to:
Prohibited Technical Activities: Attempt to gain unauthorized access to any portion of the Services, any other system or network connected to the Services, or any account of another user; use automated means to access the Services in ways that exceed reasonable human usage or violate applicable rate limits without prior written authorization; introduce malicious code, viruses, worms, or other harmful software into the Services or related systems; conduct penetration testing, vulnerability scanning, or security research on our infrastructure without prior written authorization from security@latentforce.org; or attempt to reverse engineer, decompile, or disassemble any software underlying the Services.
Prohibited Content and Use: Train, fine-tune, or otherwise use our inference infrastructure to serve models that generate content that is illegal under applicable law; infringe the intellectual property rights of any third party; violate the export control laws of the United States or other applicable jurisdictions; facilitate the development of weapons of mass destruction, cyberweapons, or other tools primarily designed to cause mass harm; or engage in systematic scraping of third-party content without authorization.
Prohibited Business Practices: Resell access to the Services without prior written authorization; use the Services to compete directly with Latentforce in the AI inference infrastructure market without prior written authorization; or use the Services in ways designed to circumvent usage-based billing or exceed quotas without authorization.
We reserve the right to investigate and take appropriate action against violations of this Acceptable Use Policy, including suspending or terminating access, reporting violations to law enforcement authorities, and seeking injunctive or other legal relief.
Latentforce Intellectual Property: The Services, including all software, algorithms, user interfaces, documentation, trademarks, and other intellectual property incorporated therein, are owned by Latentforce or its licensors and are protected by United States and international intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the term of your service agreement.
This license does not include the right to sublicense, copy, modify, create derivative works of, publicly display or perform, republish, or distribute any portion of the Services; use the Latentforce name, logo, or other trademarks without prior written authorization; or use the Services to develop a competing product or service.
Your Content and Models: You retain all intellectual property rights to any AI models, prompts, data, and other content you upload to or run through the Latentforce platform ("Customer Content"). By using the Services, you grant Latentforce a limited license to process, store, and transmit Customer Content solely as necessary to provide the Services to you. We do not claim ownership of Customer Content, and we will not use it for any purpose other than providing the Services except as required by law or with your explicit consent.
Feedback: If you provide feedback, suggestions, or ideas about the Services to Latentforce, you hereby grant us a perpetual, worldwide, royalty-free license to use, incorporate, and commercialize that feedback without restriction or compensation to you. You represent that you have the right to grant this license and that the feedback does not include any confidential or proprietary information belonging to a third party.
The Services are available under various subscription plans as described on our pricing page. By subscribing to a paid plan, you agree to pay the applicable fees according to the billing frequency you selected (monthly or annual). All fees are stated in US dollars and are exclusive of applicable taxes, which you are responsible for paying.
We use third-party payment processors to handle billing and payment. By providing payment information, you authorize us and our payment processors to charge your payment method for the applicable fees. For subscription services, you authorize recurring billing at the selected frequency until you cancel.
Fees are generally non-refundable except as described in these Terms or as required by applicable law. If you dispute a charge, you must notify us within 60 days of the charge by contacting billing@latentforce.org. Disputed charges not raised within this period are deemed accepted. We reserve the right to suspend or terminate your access to the Services if your account has an outstanding overdue balance for more than 30 days after the payment due date.
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services that is marked as confidential or should reasonably be understood as confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, but is not limited to, technical specifications, pricing, business strategies, customer data, product roadmaps, and security-related information.
The receiving party agrees to use Confidential Information only as necessary to exercise its rights or fulfill its obligations under these Terms, and not to disclose it to third parties without the disclosing party's prior written consent except to employees, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as those in these Terms.
These confidentiality obligations do not apply to information that is or becomes publicly available through no breach of these Terms; was already known to the receiving party without obligation of confidentiality; is received from a third party without restriction; or is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party reasonable advance notice to seek a protective order.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, LATENTFORCE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
LATENTFORCE DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (D) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION REQUIRED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LATENTFORCE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF LATENTFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LATENTFORCE'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO LATENTFORCE FOR THE SERVICES DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED US DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Latentforce and its affiliates, officers, directors, employees, contractors, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: your use of or access to the Services; your violation of these Terms; your violation of any third-party right, including any intellectual property right, privacy right, or right of confidentiality; or any claim that your Customer Content caused damage to a third party.
Latentforce will provide you with reasonable notice of any such claim and will allow you to assume control of the defense of such claim, subject to Latentforce's right to participate with counsel of its own choice at its own expense. You may not settle any claim that imposes any obligation, restriction, or liability on Latentforce without Latentforce's prior written consent.
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and you consent to the personal jurisdiction of those courts.
Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between senior representatives. If the dispute is not resolved within 30 days of written notice of the dispute, either party may proceed with formal legal proceedings as described above.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to prevent irreparable harm in any court of competent jurisdiction without first engaging in the negotiation process described above.
You may terminate your account and these Terms at any time by providing written notice to Latentforce and ceasing use of the Services. If you are on a paid subscription, termination will take effect at the end of your current billing period.
We may terminate or suspend your access to the Services immediately, without prior notice, if you materially breach these Terms and fail to cure the breach within 10 days of written notice; if your use of the Services poses an immediate security risk; if required by law; or if we determine that continued access is harmful to other users, third parties, or our infrastructure.
Upon termination of these Terms, your license to use the Services immediately terminates. You must cease all use of the Services and delete any copies of our proprietary information in your possession. Sections 5 (Intellectual Property — the Confidential Information and Feedback provisions), 6 (Payment Terms — for amounts accrued before termination), 7 (Confidentiality), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), and 11 (Governing Law) survive termination of these Terms.
Entire Agreement: These Terms, together with any service agreements, order forms, or addenda incorporated by reference, constitute the entire agreement between you and Latentforce with respect to the Services and supersede all prior or contemporaneous agreements, communications, and proposals, whether written or oral, regarding the Services.
Severability: If any provision of these Terms is held by a court to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. A waiver of any breach will not constitute a waiver of any subsequent breach.
Assignment: You may not assign or transfer these Terms, or any rights or obligations hereunder, without Latentforce's prior written consent. Latentforce may freely assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets. Any purported assignment in violation of this provision is void.
Contact: If you have questions about these Terms, please contact us at legal@latentforce.org or at Latentforce, Inc., 500 Boylston Street, Suite 1000, Boston, MA 02116.