Terms of Service

1. The agreement.

These terms are between LatentFrame LLC, a New Jersey limited liability company ("LatentFrame", "we"), and the organization using the service ("Customer", "you"). The person accepting confirms they can bind that organization. The "Service" is the LatentFrame web app at https://latentframe-staging-web.onrender.com [launch URL to confirm before publication], the research it runs, and related support. A signed order form controls where it conflicts with these terms.

2. Invite-only trial.

Trial access is by invitation, free, and for internal evaluation. It lasts [trial length: Kyle to confirm] days unless we agree otherwise in writing. We may change, limit or end the trial at any time. Features and research allowances may change during the trial. Use after the trial requires a paid plan (section 9).

3. Accounts.

• Accounts are created by invitation only. Do not forward an invitation.

• Users sign in with Google, Microsoft or a one-time code sent by email. Sign-ins are personal and may not be shared.

• You are responsible for your users, for keeping your member list current, and for activity in your workspace.

• Report suspected unauthorized access to hello@getlatentframe.com promptly.

• LatentFrame staff may access your workspace to operate, support and secure the Service and to fix errors.

4. How the Service works.

You enter your company's website, confirm competitors and approve buyer questions. We read public pages on your website to suggest questions. We send the questions to third-party AI services, currently ChatGPT, Gemini, and Google Search's AI Mode and AI Overviews. A data-collection provider collects the answers without signing in to those services. We store the answers and the sources they cite. We then use AI models from other providers to analyse how the answers describe your company and its competitors. Each finding links to the stored answers behind it. The AI services we query, our providers and our methods may change.

5. Acceptable use.

You will not:

• use the Service to harass, defame or mislead anyone, or to make public claims about another company that the evidence does not support;

• ask questions about private individuals, or questions designed to draw out personal data;

• put personal data or confidential information in questions or free-text fields;

• submit unlawful content or content you have no right to share;

• access another customer's workspace, test or bypass our security, or overload the Service;

• copy, resell or rebuild the Service or its outputs as a competing product, or reverse engineer it except where law allows;

• use the Service in breach of law, including export and sanctions rules.

6. Your data and ownership.

• "Customer Data" means what you and your users put into the Service: company details, competitors, questions you write or approve, notes, saved views and user account details. You own it.

• You give us a limited license to use Customer Data to provide, secure and support the Service. We may also use it to improve the Service in aggregated form that does not identify you.

• We will not sell Customer Data or show it to other customers.

• Your questions are sent to public AI services as ordinary signed-out queries. Those services handle them under their own terms and may keep them or use them to improve their models.

• Company and buyer descriptions you enter are sent to AI model providers to write questions. We restrict those requests to providers that do not collect request data for their own use.

• "Research Output" means the stored AI answers, cited sources, and our analysis, counts and findings. Subject to section 7, you may use and export it for internal business purposes. [Lawyer: decide whether customers may publish Research Output, and on what conditions.]

• We own the Service, its software, methods, question libraries and aggregated statistics. We may use your feedback freely.

7. AI-generated and third-party content.

• The AI answers in the Service are written by third-party AI systems, not by LatentFrame. They may be wrong, out of date, incomplete, inconsistent between runs, or unfair to the companies they describe.

• They are not our statements of fact. Showing an answer does not mean we agree with it.

• Our findings describe what the captured answers say. They are not statements about what any product does, what buyers believe, or what will happen to your sales. They are not legal, financial or investment advice.

• Answers change over time. A signed-out answer collected in one place may differ from what a given buyer sees.

• Answers may cite third-party web pages. We show links so you can check the evidence. Those pages belong to their owners, and your use of them is subject to their terms.

• Company and product names belong to their owners. Their appearance does not mean any company endorses or is affiliated with LatentFrame or with you.

• To report content you believe is unlawful or infringing, email hello@getlatentframe.com. [Lawyer: add a takedown process.]

8. Confidentiality.

Each party will protect the other's non-public information with reasonable care and use it only for this agreement. It may share that information only with people and providers who need it and are bound by similar duties. This excludes information that is public, already known, independently developed, or rightfully received from someone else. Disclosure required by law is allowed, with notice where permitted. Customer Data is your confidential information, including which companies you track and your question set. The AI answers themselves come from public services and are not confidential.

9. Fees (for later paid plans).

[Placeholder. No fees apply during the free trial.]

• The order form or checkout page sets out the fees, research allowance, seats and billing period.

• Fees are billed in advance in US dollars. They are non-refundable except as these terms or law provide.

• You pay applicable taxes other than taxes on our income.

• We may suspend the Service for invoices more than [15] days overdue, after notice.

• Price changes take effect at your next renewal, with at least [30] days' notice.

• Plans renew automatically unless either party cancels before the renewal date. [Lawyer: refund policy; any renewal-notice wording.]

10. Term and termination.

• You may stop using the Service at any time.

• Either party may end the agreement for a material breach not cured within [15] days of notice. We may end a trial with notice.

• After termination you have [30] days to export your data. We then delete Customer Data as described in our Privacy Policy, except for backups that expire on their normal cycle and records the law requires us to keep.

• Sections 6-8 and 12-17 survive.

11. Suspension.

We may suspend access immediately:

• to prevent harm to the Service or others;

• to meet a legal requirement;

• for a breach of section 5;

• for non-payment.

We will tell you why and restore access once the issue is resolved.

12. Warranties and disclaimers.

Each party confirms it has authority to agree to these terms. We will provide the Service with reasonable skill and care. Otherwise, and especially during the free trial, THE SERVICE AND ALL RESEARCH OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OPERATION. We do not warrant that any AI answer is true, or that any AI service will stay available for us to query.

13. Limitation of liability.

TO THE EXTENT LAW ALLOWS:

• (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data;

• (b) each party's total liability is capped at the greater of the fees paid in the 12 months before the claim and US $[1,000].

These limits do not apply to payment obligations, indemnities, breach of section 5, or liability that law does not allow to be limited. [Lawyer: consider a higher cap for confidentiality or data breaches.]

14. Indemnities.

• We will defend you against a third-party claim that our software, as we provide it, infringes their intellectual property. We will pay damages finally awarded or agreed in settlement. This excludes AI answers, cited third-party content, Customer Data, and your changes or combinations. If such a claim arises, we may modify the Service, get a license, or end the affected part and refund prepaid fees for it.

• You will defend us against a third-party claim arising from Customer Data, a breach of section 5, or your publication or use of Research Output outside the Service. You will pay damages finally awarded or agreed in settlement.

• The protected party must give prompt notice, reasonable help, and control of the defense. No settlement may admit fault for the protected party without its consent.

15. Governing law.

New Jersey law governs these terms, without regard to conflict-of-law rules. The state and federal courts in [court county: Kyle to confirm], New Jersey have exclusive jurisdiction. [Lawyer: consider an informal-resolution step first.]

16. Changes.

We will give at least [30] days' notice of material changes, by email or in the app. For paid plans, changes apply at your next renewal. During the trial, they apply from the notice date. If you disagree, you may stop using the Service before the change takes effect.

17. General.

• Neither party may assign this agreement without consent, except to the successor in a merger or sale of the business.

• Neither party is liable for delays caused by events outside its reasonable control, including outages at AI services or providers.

• Notices go to your account email and to hello@getlatentframe.com.

• These terms, the Privacy Policy and any order form are the entire agreement. If one provision is unenforceable, the rest remain. Not enforcing a provision is not a waiver.

• We name you as a customer only with your written permission.

18. Contact.

LatentFrame LLC, [mailing address: Kyle to confirm], hello@getlatentframe.com.

[EU/UK customers: a data processing agreement with the EU Standard Contractual Clauses and the UK Addendum is needed. Expect them to negotiate governing law and the liability cap.]