LicenseSeat Terms of Service

Last Updated: February 28, 2026

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. BY USING LICENSESEAT, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Latent Software LLC, a Wyoming limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the LicenseSeat platform, including the website at licenseseat.com, all related APIs, SDKs, documentation, and services (collectively, the "Service").

These Terms supplement and incorporate by reference the Latent Software LLC Terms of Service (the "Parent Terms"). In the event of any conflict between these Terms and the Parent Terms, these Terms shall control with respect to your use of LicenseSeat. Capitalized terms not defined herein shall have the meanings set forth in the Parent Terms.

1. NATURE OF SERVICE; INFRASTRUCTURE PROVIDER

1.1 LicenseSeat Is Infrastructure

LicenseSeat is a neutral infrastructure platform. We provide software licensing infrastructure services, including but not limited to: license key generation, license validation APIs, device activation tracking, offline license token generation, software release management, and software distribution hosting (collectively, "Licensing Infrastructure").

WE DO NOT CREATE, DEVELOP, REVIEW, APPROVE, TEST, SCAN, ANALYZE, ENDORSE, MONITOR, OR CONTROL ANY SOFTWARE, CONTENT, PRODUCTS, OR SERVICES THAT USERS LICENSE OR DISTRIBUTE THROUGH OUR PLATFORM.

We operate in the same capacity as other infrastructure providers such as cloud hosting services, payment processors, content delivery networks, and software distribution platforms. We provide the technical infrastructure; you determine how to use it.

1.2 No Knowledge, Review, or Responsibility

You acknowledge and agree that:

(a) We have no knowledge of the nature, functionality, purpose, legality, or appropriateness of any software, content, or products you license or distribute through our platform;

(b) We do not review any software, content, or products. We have implemented no systems or processes to evaluate, scan, test, analyze, or assess any software uploaded to or licensed through our platform, and we undertake no such evaluation;

(c) We make no determinations regarding whether any software complies with any law, regulation, third-party agreement, or platform policy;

(d) We have no control over and assume no responsibility for how end users use, deploy, or interact with software licensed through our platform;

(e) We are not a party to any agreement between you and your end users, and have no knowledge of or responsibility for such agreements;

(f) We receive no information about the actual functionality of your software beyond the metadata you provide (product name, version numbers, etc.), which we do not verify.

1.3 User Representations as Sole Basis

We rely entirely on your representations. Any software you license or distribute through our platform is licensed or distributed solely based on your representations that such software complies with these Terms. We have no independent means of verification and undertake no verification.

2. USER SOLE RESPONSIBILITY

2.1 Complete and Exclusive Responsibility

YOU ARE SOLELY, COMPLETELY, AND EXCLUSIVELY RESPONSIBLE FOR:

(a) All software, content, products, and services you create, license, distribute, or make available through our platform ("User Software"), including all aspects of its design, functionality, operation, and effects;

(b) The legality of your User Software in all applicable jurisdictions worldwide;

(d) Compliance with all third-party terms of service, platform guidelines, developer agreements, and contractual obligations applicable to your User Software;

(e) The conduct, actions, and omissions of your end users, customers, and any third parties who access or use your User Software, regardless of whether such conduct was foreseeable or authorized by you;

(f) Any claims, disputes, damages, losses, liabilities, costs, or expenses of any nature arising from your User Software, your use of our platform, or the conduct of your end users;

(g) Providing accurate, complete, and lawful information when using our platform;

(h) Maintaining the security and confidentiality of your account credentials, API keys, and cryptographic keys;

(i) All consequences arising from the creation, distribution, licensing, marketing, sale, and use of your User Software;

(j) Obtaining all necessary licenses, permissions, consents, and authorizations required for your User Software.

2.2 No Duty to Monitor; Discretionary Action

(a) We have no duty, obligation, or ability to monitor, review, or evaluate the nature, functionality, or legality of User Software;

(b) We may, but are not obligated to, take any action regarding User Software at any time, for any reason or no reason, at our sole and absolute discretion. Any action we take (including removal, suspension, or termination) does not create any duty to take similar action in any other case;

(c) Our decision not to act in any particular case does not constitute approval, endorsement, waiver, or acceptance of any User Software, and does not create any obligation to refrain from acting in the future;

(d) Any voluntary action we take does not establish any standard of care, create any duty, or modify our status as a neutral infrastructure provider.

2.3 Acknowledgment and Waiver

BY USING LICENSESEAT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

(a) You assume full, complete, and exclusive responsibility for your User Software and all consequences arising therefrom;

(b) You waive any and all claims against us arising from your User Software, your end users' conduct, or any third-party actions;

(d) You will not assert that we had any duty to review, monitor, investigate, or take action regarding your User Software.

3. ACCEPTABLE USE; PROHIBITED ACTIVITIES

3.1 General Use

Subject to these Terms, you may use LicenseSeat for lawful purposes in accordance with these Terms. You represent and warrant that your use of the Service and all User Software complies with all applicable laws and does not violate any third-party rights.

3.2 Prohibited Uses

You represent and warrant that you will NOT use LicenseSeat to license, distribute, host, or facilitate:

(a) Malware: Software designed primarily to damage, disrupt, or gain unauthorized access to computer systems, including viruses, worms, trojans, ransomware, spyware, rootkits, and keyloggers designed for unauthorized credential capture;

(b) Fraud Tools: Software designed primarily to facilitate financial fraud, identity theft, phishing, carding, or unauthorized account access;

(d) Terrorism Content: Software or content that directly promotes or facilitates terrorism or provides material support to designated terrorist organizations;

(e) Human Trafficking: Software or content that directly facilitates human trafficking, forced labor, or sexual exploitation.

3.3 User Representations

You represent and warrant that:

(a) Your User Software does not fall within the prohibited categories in Section 3.2;

(b) You have the legal right to license and distribute your User Software;

(d) You will comply with all applicable laws in connection with your User Software;

(e) All information you provide to us is accurate and complete.

These representations are the sole basis upon which we provide the Service. We rely entirely on your representations and have no means of independent verification.

3.4 Our Rights; No Duty

(a) We reserve the right, but have no obligation, to suspend, terminate, or remove any User account or User Software at any time, for any reason or no reason, at our sole and absolute discretion, without notice and without liability;

(b) We may take action in response to valid legal orders, subpoenas, governmental requests, credible third-party reports, or for any other reason we deem appropriate;

(c) Our failure to act in any particular case does not waive our right to act in the future, does not constitute approval of any User Software, and does not create any duty to act or refrain from acting;

(d) We do not actively monitor for prohibited uses. The existence of prohibited use categories does not create any duty for us to detect, prevent, or remedy such uses.

4. SOFTWARE DISTRIBUTION SERVICES

4.1 Distribution Infrastructure

We may provide infrastructure for hosting and distributing software releases, updates, and related files ("Distribution Services"). When you use Distribution Services, the following additional terms apply.

4.2 Your Responsibilities for Distributed Content

When you upload, host, or distribute software through our platform, you represent, warrant, and covenant that:

(a) You have all necessary rights to distribute the software;

(b) The software does not contain any malicious code, viruses, trojans, or other harmful components;

(d) The distribution complies with all applicable laws and export control regulations;

(e) You have obtained all necessary licenses, clearances, and permissions;

(f) You will maintain accurate version information and release metadata.

4.3 No Review of Distributed Content

We do not review, scan, test, analyze, or evaluate any software files you upload or distribute. We have implemented no systems or processes to determine the contents, functionality, or safety of uploaded files. We provide storage and transmission infrastructure only.

4.4 Download Authorization

We may provide cryptographically signed download tokens to authorize software downloads. These tokens verify that a license holder is authorized to download, but do not constitute any representation regarding the safety, functionality, or legality of the software being downloaded.

4.5 Removal and Suspension

We reserve the right to remove, suspend, or disable access to any distributed content at any time, for any reason, without notice and without liability. We may also impose storage limits, bandwidth limits, or other restrictions on Distribution Services.

4.6 No Backup Obligation

We are not responsible for maintaining backups of your distributed content. You are solely responsible for maintaining your own backups of all software and files.

5. COMPLIANCE AND COOPERATION

5.1 Your Compliance Obligations

You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations, including but not limited to:

(a) Intellectual property laws;

(b) Export control and sanctions laws;

(d) Consumer protection laws;

(e) Any industry-specific regulations applicable to your User Software.

5.2 Payment Processor Compliance

You acknowledge that we integrate with third-party payment processors, merchants of record, e-commerce platforms, and other services (including but not limited to Stripe, Gumroad, LemonSqueezy, Paddle, Shopify, and others we may add in the future). These third parties have their own acceptable use policies. You agree to comply with all applicable third-party terms and policies for any services you connect to your LicenseSeat account. We may suspend or terminate your account if we determine, in our sole discretion, that your use of the Service may violate third-party policies or jeopardize our relationships with such third parties.

5.3 Cooperation with Authorities

We will cooperate with law enforcement authorities, regulatory agencies, and courts in accordance with applicable law. This may include:

(a) Responding to valid legal process (subpoenas, court orders, warrants);

(b) Providing information as required by law;

(d) Taking action against accounts as directed by valid legal orders.

We may disclose information about you and your account to law enforcement without notice to you where permitted or required by law.

5.4 Your Cooperation

You agree to cooperate with us in responding to any legal, regulatory, or third-party inquiry related to your use of the Service or your User Software. You agree to promptly provide any information or documentation we reasonably request in connection with such inquiries.

6. INDEMNIFICATION

6.1 Indemnification Obligation

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSESEAT, LATENT SOFTWARE LLC, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, INVESTIGATIONS, LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, EXPERT WITNESS FEES, AND COSTS OF INVESTIGATION AND LITIGATION) ARISING OUT OF OR RELATING TO:

(a) Your User Software, including its creation, distribution, licensing, marketing, sale, and use;

(b) Your use of the Service or any activity under your account;

(d) Your actual or alleged violation of any third-party terms of service, platform guidelines, or contractual obligations;

(e) Any claim by your end users, customers, or any third party relating to your User Software;

(f) Any claim that your User Software infringes, misappropriates, or violates any intellectual property right, privacy right, publicity right, or other right of any third party;

(g) Any governmental investigation, regulatory inquiry, enforcement action, or legal proceeding relating to your User Software or your use of the Service;

(h) Any claim arising from the conduct of your end users or third parties who access or use your User Software;

(i) Any data breach, security incident, or unauthorized access relating to your User Software or your account;

(j) Any personal injury, property damage, economic loss, or other harm caused by or attributed to your User Software;

(k) Any claim that we knew or should have known about your User Software or any harm arising therefrom.

6.2 Indemnification Procedure

You agree to:

(a) Promptly assume full control of the defense and settlement of any claim subject to indemnification, at your sole expense;

(b) Cooperate fully with us in asserting any available defenses;

(c) Not settle any claim without our prior written consent if the settlement would impose any obligation on us, require any admission by us, or fail to fully release us;

(d) Reimburse us for any costs we incur before you assume the defense.

We reserve the right to participate in the defense of any claim with counsel of our choosing, at your expense if we reasonably determine that your defense is inadequate.

6.3 Survival and Scope

This indemnification obligation:

(a) Survives termination of your account and these Terms indefinitely;

(b) Applies regardless of any negligence, gross negligence, or other fault attributed to any Indemnified Party;

(c) Applies regardless of whether the Indemnified Party is alleged to have known or should have known about any aspect of your User Software;

(d) Includes indemnification against claims that allege we failed to prevent, detect, or remedy any harm.

7. DISCLAIMER OF WARRANTIES

7.1 "As Is" and "As Available"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

7.2 Disclaimer of All Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;

(d) WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS;

(e) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA;

(f) WARRANTIES THAT YOUR USE OF THE SERVICE WILL BE LAWFUL IN YOUR JURISDICTION;

(g) WARRANTIES REGARDING ANY USER SOFTWARE OR THIRD-PARTY SERVICES.

7.3 No Warranty Regarding User Software

WE MAKE NO WARRANTY, REPRESENTATION, OR GUARANTEE REGARDING ANY USER SOFTWARE. WE DO NOT WARRANT THAT ANY USER SOFTWARE IS SAFE, LEGAL, FUNCTIONAL, OR FREE OF DEFECTS OR HARMFUL CODE.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE;

(d) DAMAGES ARISING FROM YOUR USER SOFTWARE, YOUR END USERS' CONDUCT, OR THIRD-PARTY ACTIONS;

(e) DAMAGES ARISING FROM ANY MATTER BEYOND OUR REASONABLE CONTROL;

REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Aggregate Liability Cap

OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:

(a) THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR

(b) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

8.3 No Liability for User Software

WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM YOUR USER SOFTWARE OR YOUR END USERS' CONDUCT.

8.4 Essential Basis

These limitations are essential elements of the agreement and reflect a fair allocation of risk. Without these limitations, we would not provide the Service.

9. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

9.1 Informal Resolution

Before initiating any formal proceeding, you agree to contact us at [email protected] and attempt to resolve the dispute informally for at least thirty (30) days.

9.2 Binding Arbitration

ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING ARBITRATION administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted in Sheridan, Wyoming, by a single arbitrator, in English, under Wyoming law. The arbitrator's award shall be final and binding.

9.3 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

YOU WAIVE ANY RIGHT TO A JURY TRIAL.

9.4 Time Limitation

ANY CLAIM MUST BE FILED WITHIN ONE (1) YEAR AFTER IT AROSE, OR BE FOREVER BARRED.

9.5 Exception for Injunctive Relief

Either party may seek injunctive relief in any court to protect intellectual property or confidential information.

10. INTELLECTUAL PROPERTY; DMCA COMPLIANCE

10.1 Our Intellectual Property

The Service is owned by us and protected by intellectual property laws. These Terms grant you no rights in our intellectual property except the limited license to use the Service.

10.2 Your Intellectual Property

You retain ownership of your User Software. You grant us a limited license to host, store, transmit, and display your User Software solely as necessary to provide the Service.

10.3 DMCA Compliance

We comply with the Digital Millennium Copyright Act. Copyright owners may submit takedown notices to: [email protected]

Repeat Infringer Policy: We will terminate the accounts of users who are determined to be repeat infringers. A "repeat infringer" is a user who has been notified of infringing activity two (2) or more times and has not removed the allegedly infringing content or resolved the matter. We reserve the right to terminate any account at any time, including upon the first valid DMCA notice, at our sole discretion.

11. ACCOUNT RESTRICTIONS

11.1 Account Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service.

11.2 One Account Per Person/Entity

You may maintain only one account. Creating multiple accounts to circumvent restrictions, bans, or limitations is prohibited.

11.3 No Resale or Sublicensing

You may not resell, sublicense, or provide access to the Service to third parties as a service. You may not operate a "licensing as a service" business using our infrastructure without our express written consent.

11.4 API Usage

You agree to use our APIs in accordance with our documentation and any rate limits we establish. We may suspend or terminate API access for abuse, excessive usage, or violation of these Terms.

11.5 Account Security

You are responsible for maintaining the security of your account credentials and API keys. You must notify us immediately of any unauthorized access.

12. TERMINATION

12.1 Termination by You

You may terminate your account at any time.

12.2 Termination by Us

WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT LIABILITY.

12.3 Effect of Termination

Upon termination:

(a) Your license to use the Service immediately terminates;

(b) We may delete your data, User Software, and account information;

12.4 Survival

Sections 1, 2, 4, 5, 6, 7, 8, 9, 10, and this Section 12.4 survive termination.

12.5 No Refunds

Fees paid are non-refundable, including upon termination.

13. DATA AND PRIVACY

13.1 Privacy Policy

Our Privacy Policy is incorporated by reference.

13.2 Your Data Obligations

You are solely responsible for complying with all data protection laws with respect to data you collect through your User Software.

13.3 Data Retention

We may retain certain data as required by law, for legitimate business purposes, or to comply with legal obligations, even after account termination.

13.4 No Liability for Data Loss

We have no liability for loss, corruption, or unauthorized access to your data.

14. GOVERNING LAW; JURISDICTION

These Terms are governed by Wyoming law. Any litigation shall be brought exclusively in Sheridan County, Wyoming courts. You consent to personal jurisdiction in such courts and waive any objections to venue.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, the Parent Terms, and our Privacy Policy constitute the entire agreement.

15.2 Severability

If any provision is unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions continue in effect.

15.3 No Waiver

Our failure to enforce any provision is not a waiver.

15.4 Assignment

You may not assign these Terms. We may assign freely.

15.5 No Third-Party Beneficiaries

No third-party beneficiaries exist except the Indemnified Parties.

15.6 Force Majeure

We are not liable for failures due to circumstances beyond our reasonable control.

15.7 Notices

Notices to us: [email protected] or 30 N Gould St, Ste N, Sheridan, WY 82801.

15.8 Modifications

We may modify these Terms at any time. Continued use constitutes acceptance.

16. ACKNOWLEDGMENT

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT:

(a) You are solely responsible for your User Software and all consequences arising therefrom;

(b) We are a neutral infrastructure provider with no knowledge of or responsibility for User Software;

(d) You have waived certain rights including class action and jury trial rights;

(e) These Terms are binding and enforceable.

17. CONTACT

Latent Software LLC 30 N Gould St, Ste N Sheridan, WY 82801

Email: [email protected] Legal: [email protected]

Last Updated: February 28, 2026