Latent Co. Terms of Use

Thank you for choosing Latent Company and our products and services. We value and appreciate your patronage as one of our Users. However, that patronage - and the patronage of any and all our products and services, including any mobile websites, mobile applications, or other software (“Service” or “Services”, further defined below) owned or operated by the Latent Company (“Latent”, “we”, “us”, “our”) - are subject to the rules of our Terms of Use (“Terms” or “Agreement”).

The following Terms represent a binding contract. Make sure to carefully review them before using the Services provided by us. Your access to our Services is governed by these Terms. This is a binding agreement. By using the Internet sites located at https://latentco.co/ and https://aphera.co/ (the “Site”, “Sites”, “Website”, or “Websites”) or any of our other Services, you agree to abide by these Terms of Use, as they may be amended by us from time to time in our sole discretion and any posted guidelines or rules applicable to the Services (unless you offer different terms which are accepted in writing by Latent). If you are a third party accessing the Services on behalf of a client, customer, or other entity, you agree you have the authority to agree to these Terms on the behalf of that client, customer, or other entity.

In addition, when you use any current or future version of this Site or any other Service, you also will be subject to the terms and conditions of this Agreement, as well as any additional terms of that Service. Please print a copy of this Agreement for your records.

PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW IN THE ARBITRATION SECTION CAREFULLY. THIS ARBITRATION AGREEMENT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH LATENT ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

While we may notify you of changes to these Terms of Use, it is your responsibility to read any notices we send, and to review these Terms of Use periodically, as written here. If at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Services and the Site.

1. Definitions.

A. Services. Latent’s services consist of websites (including https://latentco.co/ and https://aphera.co/), the sale of goods on those websites (such as Aphera), and other related services (collectively the “Services”) designed to enable users (“Users”), to purchase products and services from us.

B. Users. Anybody who uses our Services is considered a User for purposes of the Services.

C. Our Content. All information and data not created by Users, including but not limited to visual and/or audio content, written posts and comments, software, or scripts generated, provided or otherwise made accessible on or through the Services.

D. User Content. Information and data generated by Users on our public facing services, such as our Sites.

E. Content. Our Content and User Content referred to collectively.

2. Eligibility.

A. Geographic Scope. Latent is located in the United States, and the Services contemplate use by domestic users and residents of the European Union / EEA. The Services are not designed for, and may not be suitable for use outside those geographic areas. You understand it is your responsibility to comply with your local laws, as discussed below.

B. Age Requirement. You agree that by using the Services you represent that you are at least 18 years old and that you are legally able to enter into this agreement. If you are under 18 or otherwise legally unable to enter into this agreement, you may not use the Services without written approval of parent or guardian which may be sought at our in-person locations. We only sell products or services to adults, ages 18 years and older, who can purchase them in compliance with these Terms.

C. Eligibility Subject to Change. We may change these eligibility criteria at any time. We may also refuse to offer the Services to anyone for any or no reason.

D. Compliance with Local Laws. It is your responsibility to ensure that your use of our service under these Terms complies with all applicable laws, rules and regulations (collectively “Laws”). If at any time your use of all or any part of the Services conflicts with any Laws, your right to use the Services is revoked.

3. Your Information. Latent respects your privacy and your personal information. You may review our Privacy Policy, which is incorporated herein by reference. We comply with all applicable privacy law requirements. By using the Services, you agree you have read and understand our Privacy Policy. We also use Paddle as our reseller. You can read their Privacy Policy here.

4. The Proprietary Rights of Latent and User Content

A. Proprietary Content. Our Content is either the property of Latent or our suppliers or licensors. We also maintain ownership of any and all anonymized data relating to any use of the Services and can use it for any purpose. The Content is protected by copyrights, patents, trademarks, service marks, trade secrets, and/or other rights and laws. You agree to maintain all copyright notices, information and restrictions contained in any Content that you access through the Services.

B. Trademarks. Some Content consists of trademarks or registered trademarks of Latent in the United States and other countries, and all rights are reserved. All rights in the product names, company names, trade names, graphics, logos, page headers, button icons, scripts, product packaging, trade dress and designs of all Latent or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Latent or their respective owners and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on this Site confers on you any license or right under any patent or trademark of Latent or any third party.

C. Copyright. All copyright rights in Our Content, including but not limited to text, images, photographs, graphics, user interface, and other content provided on the Site, and the selection, coordination, and arrangement of such content, are owned by Latent or its third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, or transmitting any of the contents of the Site for any purposes not expressly allowed in these Terms. Nothing stated or implied on the Site confers on you any license or right under any copyright of Latent or any third party. The Site and the information contained in reference herein are for your personal, non-commercial use only. Except as otherwise specifically permitted herein or by applicable law, you shall not broadcast, duplicate, copy, reproduce, edit, manipulate, modify, publish, rent, sell, publicly display, perform, distribute, transmit, or circulate to anyone the contents of this Site, or use the contents of this Site in litigation, or for any commercial or promotional purposes, without the express written consent of Latent or its lawful successors and assigns. For usage permission, contact us.

D. User Content. Users grant Latent a worldwide, non-exclusive, non-revocable, perpetual, royalty-free, payment-free, freely-transferable, freely sublicensable license to reproduce, publish, or otherwise use and authorize others to use the User Content for the purpose of providing the Services. We do not grant other Users any rights in relation to User Content not already belonging to them. Any such rights may only be granted to you by the owner(s) of such User Content. Notwithstanding the foregoing, any feedback, suggestions, ideas or other information provided by a User to Latent, in any form, regarding the attributes, performance, or features of our Service shall be wholly owned by Latent; including all intellectual property or other rights in said feedback or suggestions.

E. Licensed Exclusively for Use of Services. While you follow these Terms, we grant you a worldwide, revocable, non-exclusive, non-transferable and non-sublicensable license to use (i.e., to download and display on your local device) the Sites for the sole purposes of using Latent Services. This license does not include any resale or commercial use of this Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, spiders or similar data gathering and extraction tools. For clarity, some of our Services require you to purchase a license key, like Aphera, and are licensed under the terms of that respective service instead, although the rest of these Terms still apply.

F. Trial Versions. We may offer trial versions for Services that otherwise require you to purchase a license from us. Those trial versions will be subject to the terms of that respective Service. You will lose access to that Service once the trial expires. Trial Services do not automatically convert to paid Services, and you must affirmatively purchase a license if you wish to use a trial Service beyond the trial period.

G. Prior Written Permission Required. You agree not to use, reproduce, modify, distribute or store any Content for purposes other than using our Services without our prior written permission.

H. No Unauthorized Use of Content. You agree not to sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates our rights or any third party right. Latent neither grants, nor implies, nor gives consent in any way to make unauthorized use of any intellectual property or other property of Latent, our suppliers, or our licensors. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Latent or our affiliates without express written consent. You may not use meta tags or any other hidden text using Latent’s name or trademarks without the express written consent of Latent. You may not make any part of this Site available as part of another service by “deep linking” or otherwise, or create any links to this website, and, in particular, you may not use Latent logo or any other proprietary graphic or trademark as part of any “hot” link or hyperlink to this website, without the express prior written permission of Latent. Any unauthorized use terminates the permission or license granted by Latent.

I. Moderating, Removing and Modifying Content. We may moderate or review any Content to verify compliance with these Terms and any applicable Law. However, we are not obligated to moderate or review any content. We also retain the right to (1) remove, edit or modify any Content in our sole discretion at any time, without notice to you and for any reason (for instance, if we think you may have violated these Terms) or for no reason at all or (2) to remove or block any Content from the Services. Whether or not we enforce these Terms and/or moderate, remove, or modify any User Content, the views expressed by Users on our Services do not represent the views of Latent. We do not sponsor, endorse, authorize, or approve any User Content.

5. Permissible Use

A. Lawful and Compliant Use. As a condition of using the Services, you agree to use the Services only for lawful purposes and to comply with these Terms and all applicable Laws. Latent intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable Laws.

B. Privacy of Other Users. You also agree to respect the privacy and all personally identifiable information not displayed publicly (“Secure Information”) of other Users and other users of the Services. This includes, but is not limited to, uploading, downloading, displaying, posting, performing, transmitting, or otherwise making available through the Services any content which contains or refers to anyone else’s personal data or private or confidential information (for example, telephone numbers, location information (including street addresses and GPS coordinates), names, identity documents, email addresses, log-in credentials for Latent including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records) without that person’s express written consent.

C. Compliance With Intellectual Property Laws. When accessing the Site or using the Services, you agree to obey the Law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any User or third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant Laws and for any infringements of third party rights caused by any Content you provide or transmit.

D. Content Restrictions. You agree not to, and shall not allow anyone else to distribute any Content through any Latent Service by uploading, downloading, displaying, posting, performing, transmitting, and/or submitting said Content, or otherwise take any action to distribute said Content through any Latent Service which:

a. includes anyone else’s identification documents, sensitive financial information, or other Secure Information;

b. you know to be false, misleading, or inaccurate, including any misrepresentation regarding Latent, yourself, and/or other Users;

c. intimidates, bullies, stalks, abuses or harasses any person or entity, including any of our representatives, employees, and Users;

d. is likely to upset, embarrass, inconvenience, or cause anxiety or serious offense to anyone else;

e. impersonates or falsely states or suggests any affiliation, endorsement, sponsorship between you and any person or entity, including any of our representatives, employees, and Users which have not factually approved, licensed, or endorsed the Content;

f. constitutes unauthorized or unsolicited advertising, or otherwise solicits funds or is a solicitation for goods or services, or is junk or bulk e-mail, regardless of whether similar communications are prohibited by local Law or not;

g. is unlawful, threatening, defamatory, abusive, harassing, libelous, deceptive, fraudulent, hateful, discriminatory, invasive of another’s privacy, tortious, promotes violence, or is otherwise inappropriate as determined by Latent in their sole discretion;

h. advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign Law or regulation;

i. regardless of local legality, any sexually explicit content;

j. contains, promotes, advertises or refers to acts of violence or hate speech (being Content intended to vilify, humiliate, dehumanize, exclude, attack, threaten, or incite hatred, fear of, or violence against, a group or individual based on race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity or expression, sexual orientation, age, disability, serious disease, veteran status, or any other protected characteristic); or

k. without the express written consent of Latent, involves or promotes third party commercial activities or sales, including but not limited to: contests, sweepstakes and other sales promotions, product placements, advertising, or job posting or employment ads.

l. Do not use other media or methods (for example the use of codewords or signals) to communicate anything which violates this Policy.

E. Restrictions on Use of Latent Services. You agree to only use any of Latent Services for your own personal use and not to sell, rent, transfer, or share your account or any Content obtained from your use of our Services to or with anyone else.

F. Violating Latent’s Security. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation,

a. accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access;

b. attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization;

c. interfering or attempting to interfere with service to any User, user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;”

d. using the Site or Service to send unsolicited email, including, without limitation, promotions, or advertisements for products or services;

e. forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or

f. attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

g. using any automated program, tool or process to access our Services, including without limitation “web crawlers,” “robots,” “bots,” “spiders,” and automated scripts for any reason, including to “extract” or “scrape” Content.

h. acting in contravention to any local laws regarding the violation of security of computer systems.

Breaches of this Permissible Use Section may lead to your access to our Services being suspended or terminated as set out in these Terms of Use. If you receive any Content through the Services from another User that you believe to violate these Terms of Use (i.e. a review which is harassing, intimidating, impersonating another person, etc) you may contact us regarding the matter. We may make reasonable efforts to investigate any such claims and will take, in our own sole discretion, appropriate action. Such action can include, but is not limited to, warnings to the messaging User or termination of access to the Services for said User.

6. You Consent to Receive Electronic Communications

A. Notifications. Latent, or our Service Providers such as Paddle, may send you notifications, notices, or links, via your email, phone, text messages, messages to your account, or via your mobile device. By using the Services, you agree to receive these notifications. The types of notifications you may receive include, but are not limited to, changes to these Terms, invoices or records of payment, marketing communications, and any number of other communications related to our Services. Any notification is considered “in writing,” regardless of whether it is in a paper format, a digital format, or some other format.

B. Notification Procedures. Anything sent to you is considered received immediately if sent to you by electronic notification without any indication of failed communication. An electronic notification is sent at the time it is directed by Latent to your email address or other means of receiving electronic notifications. You agree these are reasonable procedures for sending and receiving electronic notifications.

C. Paper Notifications. We reserve the right, but are under no obligation, to send notifications in a paper format.

7. Links to Third Party Sites.

A. Links to Outside Sites. You will find links to third party websites, services or resources as you use our Services. Latent has no control over, and no liability for any third-party websites or materials. Latent works with a number of partners and affiliates whose websites may be linked with the Site. Additionally, Users may link to third-party websites in User Content. Because neither Latent nor the Site has control over the content and performance of these partner and affiliate sites, or sites linked to by Users, Latent makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Latent assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Latent makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that, unless expressly provided otherwise, such as with another site’s own Terms of Use, these Terms of Use shall govern your use of any and all third-party content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Latent IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD-PARTY WEB SITE OR CO-BRANDED WEB SITE, ANY MERCHANT OR OPERATOR OF A THIRD-PARTY WEB SITE OR CO-BRANDED WEB SITE, OR ANY OTHER PERSON WITH WHOM YOU ENGAGE IN ANY TRANSACTION.

B. No Endorsement. The inclusion of a link to any other site on any Latent Service does not mean or imply that we endorse or are associated with that site or its operator.

8. Payments and Billing

A. Resellers and Payment Processors. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns regarding the Service(s) you purchase. Paddle’s terms also apply where you make a purchase through them, and we encourage you to read them on their site at https://www.paddle.com/legal/buyer-terms. Where you make a purchase, Paddle’s terms shall determine related issues, such as payment methods, receipts, refunds, and chargebacks. Latent reserves the right to change the third-party resellers and/or payment providers that we use and if we do so, we will notify you of the change and any additional information required from you. It is your responsibility to provide any such additional information in a timely manner and ensure that information is accurate.

BY USING ANY OF LATENT’S SERVICES, OR PURCHASING GOODS USING SERVICES, YOU HEREBY AGREE TO BEING CHARGED FOR THOSE GOODS AND/OR SERVICES, AND ANY FEES ASSOCIATED WITH ANY PRODUCTS OR SERVICES YOU PURCHASE, VIA THE PAYMENT METHOD YOU HAVE PROVIDED. YOU MAY BE CHARGED AUTOMATICALLY BY US, OUR PAYMENT PROCESSOR, OR RESELLER WITHOUT FURTHER AUTHORIZATION FROM YOU. YOU WILL NOT RECEIVE ANY SERVICES THAT ARE NOT PAID FOR.

B. Refund Policy. Paddle Refund Terms. We do not sell Services except through our reseller Paddle. Accordingly, we use the refund terms of Paddle. You can learn more about their refund terms here. For convenience, their refund terms are summarized below. The below summary is non-binding and for convenience only.

a. Global Refunds. There are no refunds except as required by law or at the discretion of Paddle. There are no refunds in the case of fraud, abuse, or other manipulative behavior. If you get a refund, you will no longer have access to the product.

b. Country-Specific Rules. Where local consumer protection laws grant unconditional “withdrawal” rights or other unique rights in regards to refunds, those rights apply and override any policies Paddle or Latent have. Where regional differences apply, Paddle applies the highest standard of protection across the relevant country.

c. How to Withdraw and Request a Refund. To withdraw, cancel and/or request a refund, you can contact Paddle using one of the methods outlined in the Paddle Refund Policy linked above.

d. Refunds for Technical or Product Defects. If you experience persistent technical issues with the Product you purchased using the Services or a material defect that prevents you from accessing the features or benefits as described, please contact us first to see if we can resolve the issue. If the issue persists, you may contact Paddle’s support and may be eligible for a refund.

e. Chargebacks and Payment Disputes

i. We encourage you to contact both us and Paddle prior to raising a request for a chargeback or raising a dispute with your bank, card issuer or other payment provider. This does not affect your lawful rights to dispute a charge under card-scheme or consumer-protection rules.

f. Discretionary Refunds. Paddle may, at its sole discretion, issue refunds within 14 days of purchase. Refunds are reviewed on a case by case basis, and refunds do not waive any right or create any future obligation for Paddle (or us).

C. Not Responsible for Lost Funds. Latent is not responsible for any unauthorized activities, payments, or withdrawal of funds resulting from any lost, stolen, or compromised User accounts, passwords, or email accounts.

9. Warranty Disclaimer.

A. No Special Relationship or Fiduciary Duty. Latent has absolutely no special relationship or fiduciary duty to you. By using Latent Services, you release us from any and all liability for any release of your information pursuant to our terms. This includes, but is not limited to, releasing information, pursuant to our (1) receipt from you, or what appears to be you, of any instructions or permissions authorizing such release to any other person, including without limitation any party you have granted access to or (2) compliance with any Laws.

B. Security Measures. Latent makes use of commercially reasonable security measures. These include, but not are limited to, administrative, physical, and technical safeguards (passwords, encryption, etc.) to protect the security and confidentiality of your personal and financial information.

C. Network/Internet Access and Devices. You are solely responsible for obtaining the data network access necessary to use the Services, whether via a mobile device or other means. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services, related software, and any updates thereto. Latent does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. These include, but are not limited to, loss of service due to lack of network access or non-compatible hardware.

D. Services Provided As Is - NO WARRANTY. Even with these strong security measures, there can be no absolute guarantee of security. Latent HEREBY DISCLAIMS ALL WARRANTIES. THIS SITE AND THE PRODUCTS SOLD ON THIS SITE OR THROUGH OUR RESELLERS ARE PROVIDED BY LATENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LATENT MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, THIRD-PARTY CONTENT, MATERIALS, PRODUCTS, SERVICES OR LINKED SERVICES PROVIDED ON OR THROUGH THIS SITE. FOR INSTANCE, WE DO NOT WARRANT THAT: (1) THAT THE INFORMATION PROVIDED THROUGH THE SITE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (2) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (3) THAT DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; (4) THAT THE CONTENT ON THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (5) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ANY INFORMATION ON THIS SITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW FOR THESE CHANGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LATENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY PRODUCTS PURCHASED THROUGH THIS SITE.

10. Indemnification

A. Indemnification. You agree to indemnify Latent for certain acts and omissions of yours. You agree to indemnify, defend, and hold harmless Latent, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement of any intellectual property or other right of any person or entity through the use of the Services. Latent will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

B. Right to Assume Exclusive Defense. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses.

11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LATENT, OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE TO YOU, YOUR HEIRS, SUCCESSORS OR YOUR ESTATE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THIS SITE OR ANY LINKED SITES OR SERVICES IN ANY MANNER NOT EXPRESSLY PERMITTED HEREIN, YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES FROM US OR OUR RESELLERS, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, BY YOUR RELIANCE ON ANY PRODUCT, MATERIALS OR SERVICE OBTAINED THROUGH OUR SITE OR A THIRD-PARTY SITE OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE COMPLETENESS, ACCURACY OR USEFULNESS OF CONTENT AVAILABLE THROUGH THE SITE OR OBTAINED THROUGH A THIRD-PARTY SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC CONTENT, OR ANY OF YOUR LEGAL OBLIGATIONS WHICH MIGHT ARISE IN CONNECTION TO THE SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY FROM WHICH THE DAMAGES ARISE.

A. Specific Situations Where Liability Limited. Below is an illustrative list of situations where our liability is limited. PLEASE REVIEW THIS LIST. WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COMPENSATORY, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO, BUT NOT LIMITED TO:

a. THE USE OR THE INABILITY TO USE THE SERVICES, CONTENT, MATERIALS AND FUNCTIONS PROVIDED BY LATENT,

b. UNAUTHORIZED ACCESS TO YOUR INFORMATION, DATA, TRANSMISSIONS, CONTENT OR OTHER INFORMATION,

c. LOSS, CORRUPTION OR ALTERATION OF YOUR INFORMATION, DATA, TRANSMISSIONS, CONTENT OR OTHER INFORMATION,

d. ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR SOFTWARE, REGARDLESS OF THE SOURCE OF ORIGINATION

e. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING OUR SERVICES,

f. LATENT’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR INFORMATION AND ANY RELATED CHANGES OR NOTICES,

g. YOUR FAILURE TO MAINTAIN CONFIDENTIALITY OF YOUR INFORMATION OR ANY PASSWORDS OR ACCESS RIGHTS TO YOUR INFORMATION,

h. THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING THE SERVICES OR

i. ANY OTHER MATTER RELATING TO THE SERVICES, INCLUDING TANGIBLE AND INTANGIBLE LOSSES, EVEN IF LATENT OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. Liability Limited in Amount. IF ANY LIABILITY DOES EXIST UNDER LOCAL LAW, LATENT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO (1) US$500.00 (FIVE HUNDRED UNITED STATES DOLLARS) OR (2) THE AGGREGATE AMOUNT PAID FOR LATENT’S SERVICES IN THE PAST CALENDAR YEAR, WHICHEVER IS LESS.

C. State Law. CERTAIN STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

12. Remedies of Users.

A. Remedy Available. The sole and exclusive remedy for any failure or non-performance of any Latent Services, and/or anything supplied in connection with a Service, shall be for Latent to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable Service.

B. Time Limit on Actions Against Latent. BY USING THESE SERVICES, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO (1) USE OF THE SITES OR SERVICES OR (2) THESE TERMS OF USE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

13. Arbitration, Applicable Law, Choice of Venue, Jurisdiction, and Fee-Shifting.

A. Arbitration, Individual Arbitration and Acknowledgments. Any controversy or claim arising under, out of, or in relation to these Terms or the use of Latent’s Services, or any breach or asserted breach thereof, shall be settled by binding arbitration in Alameda County, California, with a preference for remote arbitration where practicable, subject to the conditions and exclusions of this section.

You hereby acknowledge and agree that you and Latent are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Latent otherwise agree in writing, any arbitration will be conducted in English by and in accordance with the rules and procedures of JAMS, as modified by this section. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. Unless otherwise agreed by the parties, the arbitration panel shall consist of one arbitrator chosen in accordance with the rules of JAMS. Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises. All discovery shall be completed within sixty (60) days following the appointment of the arbitrator. Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party, provided that, where appropriate, the arbitrator may receive testimony via telephone, video or other electronic means of communication. The arbitration award shall be in writing. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award. The prevailing party in any action or proceeding to enforce its rights under these Terms or related to the Services shall be entitled to recover reasonable attorneys’ fees and other reasonable costs, including fees of the arbitrator and the JAMS, incurred in the action or proceedings. In no event shall the arbitrator award punitive or exemplary damages. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award. Each party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information; (iv) for any claims of infringement or misappropriation of patent, copyright, trademark, or trade secrets; and (v) to enforce any decision of the arbitrator, including the final award.

B. Applicable Law. These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to rules regarding conflicts of law.

C. Exclusions. You hereby acknowledge the following exclusions to these terms regarding arbitration.

a. You and Latent both retain the right to bring an individual action in small claims court

b. You and Latent both retain the right to seek equitable relief in a court, chosen in compliance with these Terms, solely to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents.

D. Admissibility. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

E. Jurisdiction and Choice of Venue. You acknowledge that all claims or controversy shall be settled by arbitration according to this Section. However, you additionally hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts located in the Northern District of California, in all disputes arising out of or related to the use of the Site or Service, that, for any reason, are not arbitrated.

14. Modifying the Terms and the Service.

A. Modifying Terms. Latent reserves the right to, at any time and for any reason or without reason, revise these Terms of Use. It is your responsibility to review the Terms of Use for changes with some regularity. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.

B. Modifying the Service. Latent reserves the right to, at any time and for any reason or without reason, change, suspend or discontinue the Services. Before we do this we will notify you by replacing these Terms on the Site and may additionally notify you by sending you a notice through email you provide to us. It is your responsibility to check these Terms periodically for changes, and to keep your email address current.

C. Limiting the Service. Latent reserves the right to, at any time and for any reason or without reason, impose limits on some Services or restrict your access to the Services without notice or liability.

D. If You Don’t Agree to Terms Changes, You Must Terminate Use of the Services. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision. If at any point, you disagree with a change to the Terms or Services on the part of Latent, please cease use of Latent Services. You may not continue to use the Services without agreeing to these Terms.

15. Entire Agreement. These Terms, and the terms of policies and agreements incorporated by reference (through names of documents and web links) are the whole and complete agreement between you and Latent. No other agreements shall govern use of Latent Services. These Terms supersede any prior or conflicting agreements or policies.

16. Headings Not Binding. The headings to each section of these terms are not legally binding, nor do they have any effect on the proper interpretation of these Terms. They are exclusively to aid in ease of use. THEY SHOULD NOT BE READ IN LIEU OF READING THE FULL TERMS.

17. Force Majeure. Where Latents fails to perform our obligations under these Terms, we are not liable where such failure results from any cause beyond our reasonable control. Such situations include but are not limited to: acts of god, global pandemics, or mechanical, electronic or communications failure or degradation.

18. Waiver.

A. Failure to Exercise a Right Not a Waiver. Even if Latent, or any of our employees, representatives, or other affiliates fail to exercise any right or provision of these Terms, this failure does not waive our right to later enforce any part of these Terms.

B. Waiver Does Not Imply Future Waiver. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof.

C. Requirements of a Waiver. In order for any waiver of compliance with these Terms to be effective, it must be made in writing and signed by an authorized representative of the waiving party.

19. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, in that jurisdiction, to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and fully enforceable.

20. Assignment.

A. Assignability of Terms Rights by You. These Terms are exclusive and personal to you. You may not assign, transfer or sublicense any of your rights or obligations under these Terms without the express, signed prior written consent of an authorized Latent representative.

B. Latent Rights Assignable. We may assign, transfer or delegate any of our rights and obligations under these Terms without consent.

21. No Relationship. No agency, partnership, joint venture or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

22. Termination.

A. Termination of Use. Latent reserves the right to terminate your use of the Service and/or the Site with or without cause, with or without notice to you, and without liability to you. To ensure that Latent provides a high-quality experience for you and for other Users using the Site and the Services, you agree that Latent or its representatives may, in accordance with our Terms, access your records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Latent does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Latent reserves the right to terminate your access to the Site or other Services immediately, with or without cause, with or without notice to you, and without liability to you. Causes for termination include but are not limited to if we believe that you have violated any of the Terms of Use, furnished us with false or misleading information, or interfered with use of the Site or the Service by others.

B. Orders and Termination. Latent reserves the right to cancel orders in its sole discretion, or if the order is through a reseller, in coordination with that reseller, including, without limitation, if Latent terminates a User’s access to Service(s), believes a User’s conduct violates applicable law, violates these Terms, or is harmful to the interests of Latent or its affiliates.

C. Termination, Suspension, and Pending Payments. Where your access to Service(s) is terminated or suspended by Latent, Latent will let you know via electronic notification to the contact information provided to us by you, or by you via our reseller. Where a User’s access to Service(s) is terminated or suspended, all recurring payments (such as subscriptions) shall be terminated or suspended as well.

D. Content After Termination. Once your access to Service(s) is terminated, we may deal with Content in any manner consistent with these Terms and our Privacy Policy, such as by deleting it entirely, and you will not be entitled to access any Content. We are not obligated to keep any copies or backup of any Content.

E. Terms Surviving Cancellation. There are many provisions within these Terms which by their nature should extend past your cancellation or our termination of Services. All such terms shall survive cancellation or termination. These terms include but are not limited to: (1) ownership provisions, (2) warranty disclaimers, (3) indemnity; (4) dispute resolution; and (5) limitation of liability.

23. Notices.

A. In Writing. Unless otherwise specified in another section of these Terms, all notices under these Terms will be in writing as defined in these Terms.

B. Notice Duly Given by Latent. Notice by us to you will be considered to have been duly given at the time when (1) transmitted by email with no indication of failed transmission; (2) received, if personally delivered or sent by certified or registered mail, return receipt requested; (3) the day after it is sent, if sent for next day delivery or recognized overnight delivery service; or (4) transmitted electronically through the Services to you, such as through a messaging or alert feature.

C. Notice Duly Given to Latent. Notice by you to us will be considered to have been duly given at the time when it is received, if personally delivered or sent by certified or registered mail, return receipt requested.

D. Online Contact Info. You may contact us online via support@aphera.co.

24. ACKNOWLEDGEMENT. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

25. Rights Reserved. All rights not expressly granted herein are hereby reserved

26. Contact Address: You may contact us at the following address:

Latent Company
1569 Solano Ave.
#409
Berkeley, CA 94707

LAST UPDATE / EFFECTIVE DATE: July 1, 2026