Terms of Service

1. Who can use Latently

You must be at least 18 years old to use Latently.

You must also be legally able to enter into these Terms.

If you use Latently on behalf of a company, organisation, team, client, or other legal entity, you confirm that you have authority to accept these Terms on its behalf. In that case, "you" means both you personally and that organisation.

2. What Latently provides

Latently lets users create projects and connect selected source material to those projects.

This may include files, pages, documents, folders, databases, or other materials from third-party tools and services that you choose to connect, select, or upload.

Latently processes selected source material into project context that can be searched and read by AI tools through MCP.

Latently is not a chatbot, AI model provider, professional adviser, data backup service, file storage service, or replacement for your own review and judgement.

3. Early-stage product

Latently is an early-stage product.

The service may change, break, be unavailable, or be discontinued. We may add, remove, limit, suspend, or modify features at any time.

We do not guarantee that Latently will always be available, uninterrupted, secure, error-free, or compatible with every tool, connector, file, AI client, workflow, or use case.

Unless we separately agree in writing, Latently does not provide any uptime commitment, service level agreement, support commitment, or guaranteed response time.

4. Accounts

You are responsible for your account and anything that happens through it.

You must provide accurate account information and keep it up to date.

You are responsible for keeping your login credentials secure. You must notify us promptly if you believe your account has been compromised.

We may suspend or terminate your account if we reasonably believe that you have breached these Terms, created risk for Latently or other users, failed to pay fees, violated the law, misused the service, or used the service in a way that could harm us, users, third parties, or the service.

5. Plans, pricing, and payment

Latently may offer free and paid plans.

Current public plans may include:

• •

  Free

• •

  Solo

• •

  Team

• •

  Enterprise

Plan features, limits, and prices may be shown on our website or inside the product.

Unless stated otherwise, paid subscriptions are billed monthly.

The Solo plan is priced at $10 per month.

The Team plan is priced at $14 per user per month, with a minimum of 3 users, meaning a minimum Team charge of $42 per month.

Enterprise plans are custom and may be subject to separate written terms.

Prices are in US dollars unless stated otherwise. Prices may exclude taxes, duties, or similar charges, which may be added where applicable.

Payments are processed by Stripe or another payment provider. By subscribing to a paid plan, you authorise us and our payment provider to charge your payment method for applicable fees and taxes.

6. Renewals, cancellation, and refunds

Paid subscriptions renew automatically each month unless cancelled.

You may cancel a paid subscription at any time. Cancellation will usually take effect at the end of the current billing period.

Except where required by law, fees are non-refundable and we do not provide refunds or credits for partial months, unused time, unused features, downgrades, or account inactivity.

If payment fails, we may suspend, downgrade, limit, or terminate your access to paid features.

7. Price changes

We may change our prices or plan structure from time to time.

If a price change affects your existing paid subscription, we will take reasonable steps to notify you before the change applies.

If you do not agree to a price change, you can cancel your subscription before the change takes effect.

8. Your content

You keep ownership of the content you connect, upload, submit, or otherwise provide to Latently.

This includes project materials, files, text, metadata, source selections, and other information you provide or authorise Latently to process.

You grant Latently a limited licence to access, process, copy, store, index, transmit, display, and use your content only as needed to:

• •

  provide Latently

• •

  operate and maintain the service

• •

  process selected materials into project context

• •

  make project context available through MCP

• •

  sync connected sources

• •

  provide support

• •

  troubleshoot and debug issues

• •

  protect, secure, and improve the service

• •

  comply with law

• •

  enforce these Terms

We do not claim ownership of your content.

9. Your responsibility for content

You are responsible for the content you connect, upload, submit, or make available through Latently.

You must only connect, upload, submit, or use content if you have the rights, permissions, and lawful basis needed to do so.

You must not use Latently to process content that infringes someone else's rights, violates the law, breaches confidentiality obligations, or violates the terms of any third-party service.

If you use Latently for client, employer, team, or third-party materials, you are responsible for making sure you are allowed to use those materials with Latently.

10. Connected Services

Latently may allow you to connect third-party services, tools, accounts, files, pages, folders, databases, or other sources.

We call these "Connected Services".

You choose which Connected Services and source materials to connect, select, or upload.

Latently does not index your entire connected account by default. Latently only processes the materials you choose to connect, select, or upload for a project.

Connected Services are not controlled by Latently. They are governed by their own terms, policies, permissions, availability, and technical limits.

We are not responsible for Connected Services, including their availability, reliability, security, accuracy, permissions, outages, changes, data handling, or decisions to restrict or revoke access.

11. MCP and AI clients

Latently exposes project context through MCP so that AI clients can request and read relevant context.

You are responsible for any AI client you connect to Latently.

AI clients are separate services and are governed by their own terms, policies, data practices, and technical behaviour.

When you connect Latently to an AI client, that AI client may receive project context from Latently in response to user-authorised requests.

We are not responsible for how an AI client handles, stores, uses, displays, or generates output from project context it receives from Latently.

12. AI outputs

Latently provides context to AI tools. Latently does not guarantee the accuracy, completeness, reliability, legality, suitability, or usefulness of any AI output.

AI outputs may be wrong, incomplete, misleading, outdated, or unsuitable for your use case.

You are responsible for reviewing, checking, and verifying AI outputs before relying on them.

You must not rely on Latently or AI outputs as a substitute for professional advice, legal advice, financial advice, medical advice, security advice, or your own judgement.

You are responsible for decisions, actions, communications, documents, or other outputs you create using Latently or any connected AI client.

13. Acceptable use

You must not use Latently to:

• •

  break the law

• •

  infringe intellectual property, privacy, confidentiality, or other rights

• •

  upload or connect content you do not have the right to use

• •

  access another person's account, workspace, project, or data without permission

• •

  interfere with, disrupt, overload, or damage the service

• •

  attempt to bypass usage limits, access controls, authentication, or security measures

• •

  reverse engineer, scrape, crawl, or copy the service except where allowed by law

• •

  introduce malware, harmful code, or security vulnerabilities

• •

  use Latently to build or train a competing product without our permission

• •

  use Latently for spam, phishing, fraud, harassment, abuse, or unlawful surveillance

• •

  use Latently in a way that could create legal, security, operational, or reputational risk for Latently or others

We may investigate and take action if we believe your use of Latently breaches these Terms or creates risk.

14. Teams and workspaces

Latently may allow users to create or join teams, workspaces, or shared projects.

If you are part of a team or workspace, certain information may be visible to project owners, workspace owners, administrators, collaborators, or other authorised members.

This may include projects, collaborators, connected sources, source status, access permissions, usage, and activity related to that team or workspace.

Workspace owners or administrators may be able to manage access, billing, members, projects, and settings.

If you join a workspace controlled by an organisation, that organisation may control your access to the workspace and related project content.

15. Privacy

Our Privacy Policy explains how we collect, use, store, and share personal data.

By using Latently, you agree that we may process personal data as described in the Privacy Policy.

If you use Latently on behalf of an organisation, you are responsible for making sure that your use of Latently complies with applicable data protection laws and that you have the necessary rights, permissions, notices, and lawful bases for any personal data you connect, upload, or submit.

16. Latently intellectual property

Latently and its software, product design, features, branding, text, interfaces, workflows, documentation, and underlying technology are owned by Latently or its licensors.

These Terms do not transfer any Latently intellectual property rights to you.

You may use Latently only as allowed by these Terms.

You must not copy, modify, distribute, sell, lease, sublicense, or create derivative works from Latently unless we give you written permission or the law allows it.

17. Feedback

If you give us feedback, ideas, suggestions, or comments about Latently, you allow us to use them without restriction or compensation to you.

We may use feedback to improve Latently, develop new features, or change the product.

18. Third-party services

Latently may depend on third-party services, including hosting providers, infrastructure providers, payment processors, analytics tools, Connected Services, and AI clients.

We are not responsible for third-party services.

We do not guarantee that third-party services will remain available, compatible, secure, accurate, or unchanged.

Your use of third-party services may be governed by separate terms and policies.

19. Support

We may provide support, but we do not guarantee any particular support availability, response time, or resolution unless we separately agree in writing.

We may choose not to provide support for unsupported use cases, third-party service issues, AI client behaviour, or problems caused by your content, settings, systems, or misuse of Latently.

20. Changes to Latently

We may change, suspend, limit, or discontinue all or part of Latently at any time.

This includes features, plans, limits, connectors, integrations, storage, sync behaviour, MCP functionality, and availability.

We are not liable for changes to Latently, including if a feature, connector, integration, or plan is modified, limited, suspended, or discontinued.

21. Suspension and termination

You may stop using Latently at any time.

We may suspend or terminate your access to Latently if:

• •

  you breach these Terms

• •

  you fail to pay fees when due

• •

  your use creates risk for Latently, users, or third parties

• •

  your use may violate law or third-party rights

• •

  we need to protect the security, integrity, or availability of the service

• •

  a Connected Service, AI client, infrastructure provider, or legal authority requires or encourages us to do so

• •

  we discontinue the service or a material part of it

After termination, your right to use Latently ends immediately.

Certain sections of these Terms will continue after termination where they are intended to do so, including sections about content responsibility, payment obligations, intellectual property, disclaimers, liability limits, indemnity, governing law, and dispute resolution.

22. Data after termination or deletion

You may delete projects or disconnect sources in Latently.

Deletion and retention are handled as described in our Privacy Policy.

If you delete a project or disconnect a source, related extracted or indexed project data will be removed from active systems and may remain in backups for a limited period.

Latently is not a backup service. You are responsible for keeping your own copies of important files, documents, project materials, and other content.

23. Disclaimers

Latently is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, we disclaim all warranties, representations, conditions, and guarantees, whether express, implied, statutory, or otherwise.

This includes any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, availability, reliability, compatibility, security, and uninterrupted operation.

We do not guarantee that:

• •

  Latently will meet your requirements

• •

  Latently will be available, uninterrupted, secure, or error-free

• •

  Latently will preserve or recover your content

• •

  project context will be complete, accurate, current, or suitable

• •

  Connected Services will remain available or compatible

• •

  AI clients will produce accurate or useful outputs

• •

  any bugs, errors, or defects will be fixed

• •

  Latently will remain available in its current form

Nothing in these Terms affects any rights you may have that cannot legally be excluded.

24. Limitation of liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so.

This includes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.

To the maximum extent permitted by law, Latently will not be liable for:

• •

  indirect, incidental, special, consequential, exemplary, or punitive losses

• •

  loss of profits

• •

  loss of revenue

• •

  loss of sales

• •

  loss of business

• •

  loss of opportunity

• •

  loss of anticipated savings

• •

  loss of goodwill or reputation

• •

  loss, corruption, or disclosure of data

• •

  business interruption

• •

  costs of substitute services

• •

  losses caused by AI outputs

• •

  losses caused by Connected Services

• •

  losses caused by AI clients

• •

  losses caused by third-party services

• •

  losses caused by your content, settings, decisions, or use of Latently

To the maximum extent permitted by law, Latently's total liability for all claims relating to Latently or these Terms is limited to the greater of:

• •

  £100

• •

  the amount you paid to Latently in the one month before the event giving rise to the claim.

This limit applies whether the claim is based on contract, tort, negligence, breach of statutory duty, misrepresentation, restitution, or any other legal theory.

25. Business user indemnity

If you use Latently for business, professional, organisational, client, or work purposes, you agree to indemnify Latently against claims, losses, liabilities, damages, costs, and expenses arising from:

• •

  your breach of these Terms

• •

  your content

• •

  your use of Latently

• •

  your use of Connected Services

• •

  your use of AI clients

• •

  your violation of law

• •

  your violation of third-party rights

• •

  your failure to obtain rights, permissions, notices, or lawful bases for content or personal data you connect, upload, or submit

This indemnity does not apply to consumers to the extent it would be unlawful or unfair under applicable law.

26. Consumer rights

If you are a consumer, you may have legal rights that cannot be excluded or limited.

Nothing in these Terms is intended to exclude, restrict, or limit those rights where doing so would be unlawful.

If there is a conflict between these Terms and mandatory consumer protection law, the mandatory law will apply.

27. Changes to these Terms

We may update these Terms from time to time.

If we make material changes, we will take reasonable steps to notify users, such as by posting the updated Terms on our website, showing a notice in the product, or sending an email.

If you continue using Latently after updated Terms take effect, you agree to the updated Terms.

If you do not agree to the updated Terms, you must stop using Latently.

28. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations under these Terms as part of a merger, acquisition, reorganisation, financing, sale of assets, change of control, or similar transaction.

29. Severability

If any part of these Terms is found to be invalid, unlawful, or unenforceable, the rest of the Terms will continue to apply.

The invalid, unlawful, or unenforceable part will be interpreted or replaced in a way that best achieves its original purpose, to the extent permitted by law.

30. No waiver

If we do not enforce a part of these Terms, that does not mean we waive our right to enforce it later.

31. Entire agreement

These Terms, together with the Privacy Policy and any plan-specific or Enterprise terms agreed in writing, form the entire agreement between you and Latently about your use of the service.

32. Governing law and courts

These Terms are governed by the laws of England and Wales.

The courts of England and Wales will have jurisdiction over disputes relating to these Terms or Latently, except where mandatory law gives you the right to bring a claim elsewhere.

33. Contact

For questions about these Terms, contact us using the contact details provided on our website or in the product.