Terms of Service

1. Who we are; relationship to the Latent Software Terms

1.1 VehiclesDB is a product of Latent Software LLC, a Wyoming limited liability company with its principal place of business at 30 N Gould St, Ste N, Sheridan, WY 82801, USA ("Latent", "Company", "we", "us", "our"). "VehiclesDB" refers to the vehicle-data products, websites, APIs, datasets, files, tools, and services made available at or through vehiclesdb.com and related properties.

1.2 These VehiclesDB Terms of Service (the "VehiclesDB Terms") are Supplemental Terms within the meaning of Section 1.2 of the Latent Software Terms of Service (the "General Terms"). The General Terms are incorporated into these VehiclesDB Terms by reference and apply to your use of VehiclesDB except as expressly modified here. In the event of a conflict, the following control in this order: (a) a mutually executed Order Form or signed agreement, to the extent it expressly modifies these terms; (b) a mutually executed data processing agreement, solely concerning processing of personal data; (c) a mutually executed service-level agreement, solely concerning service levels and credits; (d) product-specific supplemental terms (including the API Terms and any Data License Agreement); (e) these VehiclesDB Terms; and (f) the General Terms.

1.3 By accessing or using any part of the Services, you accept these VehiclesDB Terms, the General Terms, the Acceptable Use Policy, and, if you use the API, the API Terms (collectively, the "Agreement"). If you do not agree, do not use the Services. If you accept on behalf of an entity, you represent and warrant that you have authority to bind that entity, and "you"/"Customer" means that entity.

1.4 Business use. The Services are designed, marketed, and provided for business and professional use. If, notwithstanding the foregoing, you use the Services as a consumer, nothing in this Agreement affects mandatory statutory rights that cannot be waived or limited by contract in your jurisdiction, and this Agreement shall be read as limited to the maximum extent such mandatory rights require — and no further. Without limiting the foregoing, if you are a consumer habitually resident in the European Union, the European Economic Area, or the United Kingdom, then to the extent required by the mandatory law of your residence: the liability cap in Section 15.2, the time bar in Section 16.8, and the arbitration requirement and class-action waiver in Sections 16.3–16.4 do not apply to you; your non-waivable conformity and redress rights under the law of your residence are unaffected; and you may bring proceedings in the courts of your residence. You must be at least eighteen (18) years old (or the age of majority in your jurisdiction, if higher) to create an account or purchase any Plan; this requirement supersedes any lower age threshold in the General Terms.

Please note: Section 16 provides for binding individual arbitration and a class-action waiver, with a thirty (30) day opt-out (Section 16.5).

2. Definitions

• "Services" — the VehiclesDB websites, applications, APIs, endpoints, dashboards, tools, widgets, plugins, documentation, and any data, files, or functionality we make available, in any form, now or in the future, excluding the Open Dataset and Open Components (Section 12).
• "Content" — any data, records, files, compilations, response payloads, exports, snapshots, feeds, renderings, or other output generated by or delivered through the Services, in any format. Content is a work generated and compiled by us; it may reference or embed Third-Party IP.
• "Resolution Results" — the canonical identifiers, names, confidence scores, match methods, and audit-trail fields returned by the Services' resolution endpoints in response to your Submissions, excluding enrichment and attribute Content.
• "Documentation" — our then-current published developer documentation, schemas, and usage guidelines for the Services.
• "Plan" — a published description of a Service tier (features, limits, pricing). Plan descriptions describe scope within Section 5.1; in any conflict, this Agreement controls over a Plan description.
• "Data Products" — any dataset, database, feed, snapshot, enrichment, attribute layer, index, corpus, statistic, or derivative data offering we license, sell, or otherwise make available, whether current or introduced in the future.
• "Open Dataset" — the public VehiclesDB dataset published in the vehiclesdb/vehiclesdb repository under its stated open license. "Open Components" — open-source software we publish under a separate open-source license (Section 12).
• "Third-Party IP" — any intellectual property of a third party, including trademarks, trade names, brand names, logos, brand assets, trade dress, copyrighted works, and database rights, that may be referenced, displayed in, accessible through, or transmitted via the Services.
• "Credentials" — API keys, tokens, accounts, and any other access mechanisms issued to you.
• "Usage Data" — telemetry, logs, metrics, metadata, and records of or about access to and use of the Services, including request parameters, volumes, timing, error rates, and diagnostic data.
• "Submissions" — any input, query, string, file, feedback, or other material you submit to the Services.
• "Order Form" — a mutually executed ordering document or signed agreement referencing this Agreement.
• "Data License Agreement" — a mutually executed agreement (together with its Order Forms) expressly licensing specified Data Products for defined uses; no click-through acceptance or self-serve purchase constitutes a Data License Agreement.
• "Marks" — the "VehiclesDB" name and logo and the other trademarks and brand assets used by Latent in connection with the Services, whether owned by Latent or its licensors.

3. Accounts, organizations, and Credentials

3.1 You must provide accurate, current, and complete registration information and keep it updated. Accounts may be organized into workspaces or organizations; the organization is the billing entity, and each of its authorized users must comply with this Agreement. You are responsible for all activity under your accounts and Credentials, whether or not authorized by you, and for maintaining the confidentiality of Credentials. Notify us immediately at [email protected] of any compromise.

3.2 We may refuse registration, decline to issue Credentials, or deactivate Credentials at any time, with or without cause or notice.

4. The Services; changes; no service commitments

4.1 We may add, modify, redesign, throttle, limit, deprecate, suspend, or discontinue any Service, endpoint, feature, plan, dataset, field, or version, in whole or in part, at any time, with or without notice, and without liability. Any uptime, support, freshness, deprecation-notice, or service-level commitment exists only if and to the extent expressly purchased in an Order Form, and only for its stated term.

4.2 Features identified as alpha, beta, preview, labs, or early access are provided strictly AS IS, may be changed or withdrawn at any time, may be subject to additional terms, and are excluded from any purchased service-level commitments.

4.3 We have no obligation to store, retain, back up, or return any data for you, and we may impose or change storage, retention, rate, volume, and other limits at any time.

5. License to you; reservation of rights

5.1 License. Subject to your continuous compliance with this Agreement and payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term of your subscription or permitted use, to (a) access and use the Services, and (b) use the Content delivered to you through your plan, in each case for your internal business purposes and, as an integrated and incidental part of your own products and services, for display to your end users (including through contractors, affiliates, and hosting or CDN providers acting on your behalf and bound to restrictions no less protective than this Agreement's), within the limits and scope of your Plan or Order Form. No other rights are granted.

5.2 What the license does not include. For the avoidance of doubt, the license in Section 5.1 does not extend to: (a) any Third-Party IP, including any trademarks, logos, or brand assets displayed in or accessible through the Services or Content (Section 6); (b) any right to resell, redistribute, republish, sublicense, syndicate, or make the Services, Content, or Data Products available to any third party, except as expressly authorized in a signed Order Form or Data License Agreement; (c) any right to create or contribute to a competing database, dataset, API, or service; (d) any right to use the Services, Content, or Data Products to train, fine-tune, ground, or otherwise develop any machine-learning or artificial intelligence model (Section 8.1(j)); or (e) any implied license of any kind. All rights not expressly granted are reserved.

5.3 Cached Content. Where your plan permits caching or local storage of Content, we grant a limited, revocable license to store such Content ("Cached Content") for up to thirty (30) days from retrieval. You must refresh Cached Content through the Services at least once every thirty (30) days; upon expiry of that period without refresh, or upon termination or suspension, or upon our notice that specific Content has been corrected, suppressed, or removed, the license to the affected Cached Content ends automatically and you must promptly and permanently delete it. We may require written certification of deletion. Persistent embeddings, vector representations, or similar derived stores generated from Content are Cached Content for purposes of this Section 5.3 and are subject to the same refresh and purge obligations. The obligations of this Section 5.3 do not apply to Resolution Results (or to embeddings derived solely from Resolution Results), which are governed by Section 5.4.

5.4 Resolution Results. Notwithstanding Sections 5.1, 5.3, and 11.2, we grant you a perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, non-sublicensable right to retain the Resolution Results obtained during your subscription and to continue using them within your own records, systems, products, and services — including display to your end users as an integrated, incidental part of your products — without any continuing subscription, payment, or refresh requirement. This right survives expiration or termination of this Agreement. It does not extend to enrichment or attribute Content, does not permit reconstitution of any Data Product or catalog in whole or substantial part, and the restrictions of Section 8 continue to apply to Resolution Results after termination.

6. Third-Party IP

6.1 By using the Services, you may instruct us to access, retrieve, process, format, and transmit to you Content that references or embeds Third-Party IP. You acknowledge and agree that: (a) all Third-Party IP remains the property of its respective owners; (b) we grant you no license, right, or permission of any kind in or to any Third-Party IP; (c) we do not endorse, sponsor, or have any affiliation with any owner of Third-Party IP, and the availability of any Third-Party IP through the Services does not imply any such endorsement, sponsorship, or affiliation, and creates no legal relationship between you and any such owner; (d) we merely provide access to such material through the Services; (e) you bear sole responsibility for your use of any Third-Party IP, including for determining whether your use requires a license or permission and for obtaining it; and (f) no license to any Third-Party IP or to any patent is granted by implication, estoppel, or otherwise.

6.2 Vehicle makes, models, and related names appear in the Services and Data Products as plain-text facts, solely to identify the vehicles to which data relates. All such names and associated marks are the property of their respective owners. Nothing in the Services constitutes a license to use any manufacturer's name, mark, or logo.

6.3 We may, at any time and in our sole discretion, correct, modify, suppress, block, or remove any Content or Third-Party IP from the Services, including in response to a complaint under our IP & Takedown Policy, without notice or liability to you. You will promptly cease use and delete any affected Cached Content upon notice.

6.4 We disclaim all liability for Third-Party IP, including its accuracy, integrity, quality, legality, usefulness, or safety, and for any intellectual-property rights therein.

7. Our intellectual property; Usage Data; Submissions

7.1 Ownership. We and our licensors retain all right, title, and interest in and to the Services, the Content, the Data Products, and all software, schemas, identifiers, taxonomies, normalization and resolution systems, alias and observed-form corpora, compilations, selections and arrangements, and documentation, including all intellectual-property rights therein — including copyright in original selection, coordination, and arrangement (not in underlying facts), and, to the extent any database right (including the sui generis right under Directive 96/9/EC or its UK equivalent) subsists in any jurisdiction recognising such rights and is owned by us, our affiliates, or our licensors, that right is fully reserved; no such right is asserted under United States law; any rights subsisting in the Open Dataset (including compilation copyright and any database rights) are licensed under, and enforceable solely in accordance with, its own open license. Independently of, and without regard to whether any intellectual-property right subsists, you agree as a matter of contract that extraction or re-utilization of the whole or a substantial part of any of our databases accessed through the Services, or repeated and systematic extraction or re-utilization of insubstantial parts, other than as expressly licensed, is prohibited — this restriction is a condition of the access we provide and is supported by independent consideration. Nothing in this Agreement transfers any ownership to you.

7.2 Marks. No right or license to the Marks is granted. See the Trademark Policy.

7.3 Usage Data. We own all Usage Data. We may collect, generate, use, and disclose Usage Data for any lawful purpose, including operating, securing, benchmarking, improving, and developing the Services and Data Products, and we may use, publish, license, and commercialize Usage Data in aggregated or de-identified form.

7.4 Submissions. You grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to host, store, reproduce, process, adapt, analyze, and use Submissions (including query inputs submitted to the Services and the results of processing them) to operate, secure, maintain, improve, and develop the Services and Data Products, including to expand and refine our datasets, corpora, and resolution systems. You represent and warrant that you have all rights necessary to grant this license and that Submissions do not violate law or third-party rights, including that any personal data included in Submissions was collected and may be shared lawfully. As between the parties, you retain ownership of your Submissions. We will not publicly disclose your Submissions in a form that identifies you or reveals your confidential business information, and improvements to our Services, datasets, and corpora derived from Submissions are made on inputs disassociated from your identity. Feedback, suggestions, and ideas may be used by us without restriction or obligation.

8. Restrictions

8.1 Except as expressly permitted by this Agreement or a signed Order Form, you shall not, and shall not permit or assist any third party to:

(a) copy, reproduce, republish, redistribute, resell, rent, lease, lend, sublicense, syndicate, or otherwise make available the Services, Content, or Data Products, in whole or in part, to any third party; (b) crawl, scrape, spider, harvest, or extract data from the Services by any automated or manual means, or access the Services by any means other than the interfaces we provide; (c) extract or re-utilize the whole or any substantial part of any Data Product or database, or systematically extract or re-utilize insubstantial parts thereof; (d) build, train, improve, populate, verify, or correct any database, dataset, product, or service that competes with, or substitutes for, the Services or any Data Product; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, corpora, schemas, or underlying structure of the Services, except to the extent such restriction is prohibited by law; (f) remove, obscure, or alter any proprietary notices, provenance fields, attributions, or identifiers; (g) circumvent, disable, or interfere with any usage limits, metering, security, or access controls, or share, rotate, or pool Credentials to evade plan limits; (h) frame, mirror, or hotlink any part of the Services except as we expressly enable; (i) publish any misleading benchmark of the Services, any benchmark of non-public or beta features, or any benchmark derived from unauthorized access — nothing in this Agreement or the Acceptable Use Policy restricts truthful reviews or good-faith, independently produced performance comparisons of generally available features; (j) Prohibited AI training use: use the Services, Content, or Data Products, in whole or in part, to train, pre-train, fine-tune, distill, or update the weights of any machine-learning or artificial-intelligence model, or to create, populate, or augment any training dataset for any such model, absent a separate written AI/ML license from us. We expressly reserve all text-and-data-mining rights in the Services, Content, and Data Products, including under Article 4(3) of Directive (EU) 2019/790, and this clause constitutes an express reservation of rights in contractual and machine-readable form. Nothing in this clause restricts acts expressly permitted by a statutory exception that cannot be excluded by contract (such as text-and-data mining for non-commercial research under section 29A of the UK Copyright, Designs and Patents Act 1988, to the extent it applies). Permitted inference use: you may use the Services and Content at inference time — including as prompt context, through retrieval-augmented generation, embeddings, vector retrieval, and agent or tool calls that query the API at runtime — subject to your Plan limits and to the caching (Section 5.3, including its application to persistent embeddings), retention, redistribution, and competing-use restrictions of this Agreement; (k) use the Services in violation of the Acceptable Use Policy, which is incorporated by reference; or (l) use the Services for any unlawful purpose or in violation of any applicable law or third-party right.

For clarity under clauses (c)–(d): your product does not "compete" with the Services merely because it uses the Services internally or displays Content to its end users as permitted by Section 5; a product competes only if a primary purpose of that product is providing vehicle identification, catalog, specification, or resolution data as such to third parties.

8.2 We may monitor use of the Services for compliance, and may investigate, throttle, suspend, or terminate access in connection with any suspected violation, without notice or liability.

9. Data disclaimers; prohibited reliance

9.1 Nature of the data. The Services and Data Products consist of factual data compiled, normalized, derived, and enriched from numerous sources, including official registers, public records, publicly available materials, licensed sources, and our own systems. Sources contain errors; compilation, normalization, matching, and derivation introduce additional possibilities of error. We do not warrant that any data is accurate, complete, current, or fit for any purpose. Identifiers, records, fields, schemas, and values may change, merge, split, or be removed between versions, and you are responsible for implementing migration mechanisms we may publish.

9.2 No consumer reporting. Latent is not a "consumer reporting agency" and the Services and Data Products are not "consumer reports" within the meaning of the U.S. Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"), or any similar law. You shall not use the Services or any data obtained from them, in whole or in part, as a factor in establishing any individual's eligibility for credit, insurance, employment, housing, government benefits, or any other purpose regulated by the FCRA or similar laws. We may require you to certify your purposes of use at any time, we monitor for indications of prohibited use, and we will terminate access immediately upon detecting use in violation of this Section. This Section is a condition of access, not merely a disclaimer.

9.3 No driver or personal motor-vehicle-record data. The Data Products are compiled from vehicle-type, type-approval, and registration-statistics sources; they are not derived from motor-vehicle records pertaining to identifiable individuals. You shall not use the Services to obtain or infer personal information about identifiable individuals, including information regulated by the U.S. Driver's Privacy Protection Act, 18 U.S.C. § 2721 et seq. ("DPPA") or analogous laws, shall not combine or join the Services or Data Products with any data sourced from state motor-vehicle-department records of individuals, and shall not use the Services to identify, locate, track, contact, or profile any individual.

9.4 No safety-critical or high-risk use. The Services and Data Products are not designed, tested, or licensed for use in safety-critical systems or high-risk applications, including vehicle operation or control, autonomous or assisted driving, navigation, or any application in which errors could result in death, personal injury, or physical or environmental damage, nor for making automated decisions producing legal or similarly significant effects concerning individuals. Any such use is at your sole risk and sole responsibility, and you are solely responsible for compliance with all laws applicable to your use, including product-safety, insurance, and artificial-intelligence regulations.

9.5 Not professional advice. Data is provided for general informational purposes and does not constitute legal, regulatory, compliance, valuation, insurance, engineering, or other professional advice.

9.6 Source requirements. Certain sources require notices or prohibit implying their endorsement. Certain data derives from official registers and other sources whose license and notice requirements are identified in the Documentation ("Source-Licensed Data"); those requirements pass through to you and survive any waiver of our own attribution requirement — a paid attribution waiver covers only VehiclesDB's attribution, never upstream source notices. You shall comply with any source-attribution or notice requirements stated in the Documentation and shall not state or imply that any register, government body, or other source endorses you, us, or any derived data.

10. Fees, billing, credits, attribution

10.1 Paid plans, usage-based credits, credit packs, and other offerings are billed as described at purchase. All fees are in U.S. dollars, exclusive of taxes (which you are responsible for, excluding taxes on our income), due as invoiced or charged, and non-cancellable and non-refundable except where required by law. Credits, allowances, and free-tier grants have no cash value and are non-transferable. Where your Plan states that paid credits roll over, unused paid credits carry over from period to period while your paid subscription remains active and expire upon termination of the subscription or as otherwise stated at issuance; free-tier allowances do not accumulate. Promotions. We may offer trials, guarantees, discounts, credits, or other promotions at our discretion; each is governed by its published conditions, may be modified or withdrawn prospectively at any time, and does not amend this Agreement except as its published conditions expressly state.

10.2 We may change prices, plans, metering units, credit mechanics, and free-tier limits at any time; changes apply from your next billing period or credit purchase. Failure to pay when due may result in suspension or termination and interest at the lesser of 1.5% per month or the maximum lawful rate, plus collection costs.

10.3 Attribution. Use of the Services requires a visible, publicly accessible attribution link, in the form designated at vehiclesdb.com/attribution, in each product or page where Content is publicly displayed — on every Plan, unless your Plan or a mutually executed agreement expressly includes an attribution waiver. Where API responses include machine-readable attribution fields, you shall not remove them from stored or onward-transmitted Content. We may verify attribution and treat its absence as a material breach. An attribution waiver covers only VehiclesDB's attribution, never upstream source notices (Section 9.6).

10.4 We may offset amounts you owe against amounts we owe you.

11. Term; suspension; termination

11.1 This Agreement is effective upon your first access and continues until terminated. You may terminate at any time by ceasing all use and closing your account. We may suspend or terminate this Agreement, your account, any Credentials, or any part of the Services: (a) for convenience, upon at least thirty (30) days' notice; and (b) immediately and without notice for any actual or suspected breach, unlawful use, risk to the Services or third parties, non-payment, or where required by law.

11.2 Upon any termination or suspension: all licenses end immediately; you shall cease all use, and delete all Content, Cached Content, and Data Products in your possession or control (except Resolution Results under Section 5.4 and data you are expressly licensed to retain under a signed Order Form), and certify deletion upon request; all unpaid amounts become immediately due; and prepaid fees are retained by us and are non-refundable except where required by law. If we terminate this Agreement for convenience under Section 11.1(a), or permanently discontinue a paid Service in its entirety during your prepaid period, we will refund the pro-rata unused portion of the fees prepaid for that Service, and that refund is your sole and exclusive remedy for such termination or discontinuation; modifications, deprecations, or removal of individual features under Section 4.1 are not a discontinuation.

11.3 Sections 2, 5.2, 5.3 (deletion obligations), 5.4, 6, 7, 8, 9, 10, 11.2, 11.3, 12.3, and 13–17 survive termination.

12. Open Dataset and Open Components

12.1 The Open Dataset is licensed under the open license stated in its repository (currently CC-BY 4.0) and is not governed by this Agreement. That license does not grant trademark rights (see CC-BY 4.0 § 2(b)(2)), and no trademark or other Third-Party IP rights are granted in connection with the Open Dataset. Released versions of the Open Dataset remain licensed under the license under which they were released (that license is irrevocable for released copies; we make no commitment to continue hosting or distributing any particular version); we make no commitment regarding future releases, their cadence, content, or licensing.

12.2 Open Components are licensed under the open-source license included with each component, which governs the code. Any bundled snapshot of the Open Dataset remains under the Open Dataset's license; any network calls an Open Component makes to the Services are governed by this Agreement and the API Terms; and no license to any Marks or Third-Party IP is granted.

12.3 TO THE EXTENT THE OPEN DATASET OR OPEN COMPONENTS ARE ACCESSED THROUGH THE SERVICES, THEY ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, WITH ALL FAULTS, AND WITHOUT ANY LIABILITY OF ANY KIND ON OUR PART, TO THE MAXIMUM EXTENT PERMITTED BY LAW AND BY THEIR RESPECTIVE LICENSES. IN ALL OTHER CASES, THEIR OWN LICENSES (INCLUDING CC BY 4.0 SECTION 5 AND THE APPLICABLE OPEN-SOURCE LICENSE TERMS) EXCLUSIVELY GOVERN WARRANTY AND LIABILITY MATTERS.

13. Indemnification

13.1 By you. You shall defend, indemnify, and hold harmless Latent, its affiliates and licensors, and their respective officers, directors, members, employees, and agents from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services, Content, or Data Products, or of anything you build with them; (b) your breach of this Agreement or of any representation or warranty in it; (c) your actual or alleged violation of law or of any third-party right, including intellectual-property, privacy, publicity, data-protection, consumer-protection, FCRA, or DPPA rights, and including any actual or alleged infringement arising from your use of Third-Party IP; (d) your products, services, systems, and end users; and (e) your Submissions. We may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you shall cooperate.

13.2 By us: none under these Terms. WE PROVIDE NO INDEMNITY OF ANY KIND UNDER THESE VEHICLESDB TERMS. Any indemnity from us exists only if and to the extent expressly set out in a mutually executed Order Form or Data License Agreement, and then only within its stated scope, exclusions, conditions, and caps.

14. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CONTENT, AND DATA PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DATA WILL BE ACCURATE, COMPLETE, OR CURRENT, OR THAT ANY DEFECT WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES, CREATES ANY WARRANTY.

15. Limitation of liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LATENT OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICES, FROM ALL CLAIMS AND CAUSES OF ACTION COMBINED, SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

15.3 WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO (A) THIRD-PARTY IP; (B) YOUR USE OF OR RELIANCE ON ANY DATA; (C) DATA ERRORS, OMISSIONS, OR CHANGES; (D) SUSPENSION, MODIFICATION, OR DISCONTINUANCE OF ANY SERVICE; OR (E) EVENTS BEYOND OUR REASONABLE CONTROL.

15.4 THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (SUCH AS LIABILITY FOR WILLFUL MISCONDUCT OR, WHERE NON-WAIVABLE, GROSS NEGLIGENCE), AND IN SUCH CASES OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED. THE LIMITATIONS IN THIS SECTION APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND THE PARTIES AGREE THEY REFLECT A REASONABLE ALLOCATION OF RISK REFLECTED IN THE PRICING.

16. Governing law; dispute resolution; class-action waiver

16.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of Sections 16.3–16.5.

16.2 Informal resolution first. Before filing any claim, you must send a written description of the dispute to [email protected] and give us thirty (30) days to resolve it informally. This is a condition precedent to any proceeding.

16.3 Binding individual arbitration. Except as set out in Section 16.6, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be finally resolved by binding arbitration on an individual basis, administered by JAMS under its applicable rules. If twenty-five (25) or more similar demands for arbitration are filed against us by claimants represented by the same or coordinated counsel, the parties agree that the JAMS Mass Arbitration Procedures and Guidelines and the JAMS Mass Arbitration Procedures Fee Schedule (each effective May 1, 2024, as amended) are incorporated into and apply to this Agreement as the parties' written agreement to their application. All applicable statutes of limitations and filing-fee deadlines are tolled for any claim from the date it is queued or batched under such procedures until it is administratively opened. Each claimant's demand must include an affirmation, signed by the claimant, that the claimant is a current or former user of the Services and the facts of the claim are accurate to the claimant's knowledge. The seat of arbitration is Wyoming; hearings shall be conducted by videoconference by default, and any in-person hearing involving an individual (non-business) claimant shall be held in the county of that claimant's residence or another mutually agreed location. The language is English. For claimants who are consumers, the JAMS Consumer Arbitration Minimum Standards apply, and the consumer's total arbitration filing fee will not exceed USD $250, with all remaining JAMS fees borne by us as those standards require. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve all disputes, including the scope, enforceability, and arbitrability of this Agreement, except that the validity and enforceability of the class-action waiver in Section 16.4 are reserved exclusively for a court.

16.4 Class-action and jury waiver. ALL PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. The arbitrator has no authority to conduct a class, collective, or representative arbitration in any forum, and no award may be rendered on behalf of anyone other than the individual claimant. If the class-action waiver is held unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court under Section 16.7, and that holding shall not invalidate the remainder of this arbitration agreement.

16.5 Opt-out. You may opt out of Sections 16.3–16.4 by sending a single email to [email protected] within thirty (30) days of first accepting this Agreement, stating your name, account, and intent to opt out. No other formality is required. We will acknowledge valid opt-outs in writing and maintain a record of them. A valid opt-out under this Section also constitutes an opt-out from Sections 14.3–14.4 of the General Terms with respect to all disputes arising from or relating to VehiclesDB, and notice sent to either [email protected] or legal [at] latentsoftware [dot] com is sufficient for both. Opting out does not affect any other provision of this Agreement.

16.6 Carve-outs. Either party may (a) bring an individual claim in small claims court, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened infringement or misappropriation of intellectual-property rights, misuse of Credentials, or breach of Sections 5–8, without the necessity of posting bond. You acknowledge that breach of Sections 5–8 would cause us irreparable harm for which monetary damages are inadequate. To the maximum extent permitted by law, we shall be entitled to recover our reasonable attorneys' fees and costs in any action or proceeding to enforce Sections 5–8 in which we prevail.

16.7 Venue. For any matter not subject to arbitration, the state and federal courts located in Wyoming shall have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there.

16.8 Time bar. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUED, OR IT IS PERMANENTLY BARRED. This Section does not apply where contractual shortening of a limitations period is prohibited by applicable law, and it is severable from, and its invalidity shall not affect, the arbitration agreement in Section 16.3 or any other provision.

17. General

17.1 Compliance; export. You shall comply with all applicable laws, including export-control, sanctions, and anti-corruption laws, and you represent that you are not located in, or owned or controlled by persons in, any embargoed jurisdiction or on any restricted-party list.

17.2 U.S. Government use. The Services and Data Products are commercial computer software and commercial data; government users acquire only the rights granted to all customers under this Agreement.

17.3 Publicity. We may identify you by name and logo as a customer in our marketing materials; you may revoke this permission prospectively by written notice.

17.4 Changes to these Terms. We may amend this Agreement at any time. For material changes, we will provide notice by email to your account address and by in-product or website notice, with a stated effective date at least thirty (30) days after notice; non-material changes are effective upon posting. Changes apply prospectively only and do not apply to claims that accrued before the effective date. For material changes to Sections 13 (Indemnification), 15 (Limitation of Liability), or 16 (Dispute Resolution), or to fees, we may require your affirmative acceptance at your next sign-in. Material changes adverse to you to Section 16 (Dispute Resolution) will apply to you only upon your affirmative acceptance or after a fresh thirty (30) day opt-out window equivalent to Section 16.5. In any event, your continued use after the effective date of any other noticed change constitutes acceptance. If you do not agree to a change, you may terminate under Section 11 before its effective date, and that is your sole remedy.

17.5 Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent; any attempt is void. We may assign this Agreement freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

17.6 Notices. We may give notice by email to your account address, by in-product notice, or by posting; notice to us must be sent to [email protected] and is effective on receipt.

17.7 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, labor disputes, internet or utility failures, denial-of-service or other attacks, acts of government, war, terrorism, epidemics, or failures of suppliers or third-party services.

17.8 Severability; reformation. If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable while preserving its intent, and the remainder shall continue in full force.

17.9 No waiver; entire agreement; interpretation. No failure to enforce is a waiver. This Agreement (including documents incorporated by reference) is the entire agreement regarding the Services and supersedes all prior or contemporaneous understandings. Purchase-order or other customer terms are expressly rejected and have no effect. Headings are for convenience; "including" means "including without limitation". There are no third-party beneficiaries. The parties are independent contractors. The English-language version controls over any translation.

18. Contact

Latent Software LLC — VehiclesDB 30 N Gould St, Ste N, Sheridan, WY 82801, USA [email protected] · [email protected]

Intellectual-property complaints: see the IP & Takedown Policy.