TERMS OF SERVICE

Lathe Studio LLC

Last Updated: October 8, 2026

Introductory Statement

The following Terms of Service (the “Terms”) form a legally binding agreement between Lathe Studio LLC, a Wyoming limited liability company with its business address at 1309 Coffeen Ave STE 1200, Sheridan, Wyoming 82801, United States (“Lathe Studio,” “we,” “us,” or “our”), and the business entity that registers for, subscribes to, or otherwise uses the Lathe Studio hosted test management platform (the “Customer”). Access to the Service, whether obtained through the website at https://lathe.studio, through the signed-in application, or through the application programming interface, is conditioned upon acceptance of these Terms in their entirety. Particular attention should be paid to Section 20, which disclaims warranties, to Section 21, which limits the remedies available to each party, and to Section 27, which selects the governing law and the exclusive forum for disputes.

1. Acceptance, Authority, and Business Use

1.1 Formation of the Agreement

A binding contract arises at the earliest of the following moments: when an individual acting for an organization creates an account, starts a Preview, subscribes to the Paid Plan, generates an API Key, or otherwise accesses the Service. Each of those acts signifies assent to these Terms, together with the Data Processing Addendum published at https://lathe.studio/dpa, which applies under Section 10.2 wherever personal data is processed on the Customer’s behalf, and acknowledgment of the Privacy Policy published at https://lathe.studio/privacy and of the Cookie Policy published at https://lathe.studio/cookies. Any individual unwilling to accept these Terms must refrain from using the Service.

1.2 Authority to Bind the Customer

The individual who completes registration, or who accepts these Terms on behalf of an entity, represents and warrants that they possess the legal authority to bind that entity. Where that authority is absent, the individual shall be personally bound by the obligations these Terms impose on the Customer, to the fullest extent permitted by applicable law.

1.3 Business Customers Only

Lathe Studio designs, markets, and contracts for the Service exclusively with companies, professional organizations, and other parties acting in the course of a trade, business, craft, or profession. By accepting these Terms, the Customer confirms that it enters into them for purposes falling within its trade, business, craft, or profession, and not as a consumer. A natural person acting for purposes outside such activities is a “consumer” under Article 2(1) of Directive 2011/83/EU on consumer rights and under regulation 4 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (SI 2013/3134) of the United Kingdom; the cancellation rights that those instruments reserve to consumers in distance contracts accordingly do not attach to subscriptions concluded under these Terms.

1.4 Eligible Users

Every User must have attained the age of majority in their jurisdiction of residence and, in any event, must be at least eighteen (18) years old. The Service is not directed to children. Lathe Studio does not knowingly collect personal information from any individual under thirteen (13) years of age, which is the threshold the Children’s Online Privacy Protection Act adopts in 15 U.S.C. § 6501(1).

2. Definitions

Capitalized terms used in these Terms carry the meanings assigned below or, where defined elsewhere in the text, the meaning given at the point of definition.

“Account Data” means the name, email address, profile picture, sign-in sessions, Organization membership, and role of each User.

“Admin” means a User holding the administrator role within an Organization, with authority to manage billing, Users, Integrations, API Keys, and data exports for that Organization.

“API” means the application programming interface through which the Customer may automate functions of the Service, and “API Key” means a credential created by the Customer to authenticate calls to the API.

“Customer Content” means test cases, test runs, results, comments, attachments uploaded by Users, avatars, exports, and any other material submitted to the Service by or for the Customer, including any personal data such material contains.

“Data Processing Addendum” or “DPA” means the Lathe Studio Data Processing Addendum published at https://lathe.studio/dpa, including its annexes, the Standard Contractual Clauses, and the UK Addendum where they apply.

“Integration” means a connection, authorized by the Customer, between the Service and a Third-Party Service.

“Locked” describes the status of an Organization whose Preview has ended, or whose subscription has come to an end through cancellation, without a subsequent subscription, as further described in Sections 5, 6.7, and 7.

“Organization” means the workspace within the Service that represents the Customer, together with its Users, projects, and Customer Content.

“Paid Plan” means the single subscription plan offered by Lathe Studio, under which every feature of the Service is included.

“Preview” means the free evaluation period described in Section 5.

“Service” means the Lathe Studio hosted test management platform for software engineering teams, including the Website, the signed-in application, the API, and all related functionality, as modified from time to time.

“Subscription Period” means each successive one-month billing cycle of the Paid Plan.

“Third-Party Service” means any product, platform, or service that is not provided by Lathe Studio, including the issue trackers, messaging tools, continuous integration and delivery systems, and sign-on providers referred to in these Terms.

“User” means an individual whom the Customer authorizes to access the Service under its Organization, including employees, contractors, and Admins.

“Website” means https://lathe.studio and every page published under that domain.

3. The Service

3.1 Nature of the Service

Lathe Studio provides a hosted platform on which software engineering teams author test cases, plan and execute test runs, record results, collaborate through comments and attachments, generate reports, and exchange information with the tools they already use. The Service is delivered through a web browser on desktop and mobile devices; no native application is distributed through any app store.

3.2 Single Plan

One plan, containing every feature of the Service, is offered to all Customers worldwide. The Preview and the Paid Plan differ only in duration, in the number of permitted Users, and in the fees payable.

3.3 Evolution of Features

Software that serves engineering teams changes continually, and Lathe Studio may add, modify, or withdraw features, interfaces, or Integrations at its discretion. Where a change would materially reduce the core test management functionality available to a paying Customer, Lathe Studio will give reasonable advance notice whenever circumstances allow, so that the Customer may evaluate whether to continue its subscription.

3.4 Availability

Lathe Studio uses commercially reasonable efforts to keep the Service available and reliable. No uptime level, response time, or service credit is promised unless a separate written service-level agreement, signed by an authorized representative of Lathe Studio, expressly provides otherwise. Scheduled maintenance, emergency repairs, and events outside the reasonable control of Lathe Studio may interrupt access from time to time.

4. Accounts and Organizations

4.1 Registration and Sign-In

Users sign in with an email address or through social sign-on with Google or another sign-on provider that Lathe Studio offers from time to time, and authentication is performed by a third-party identity provider engaged by Lathe Studio. Security Assertion Markup Language (SAML) single sign-on is not offered. The Customer must furnish accurate, current, and complete registration details and keep them up to date.

4.2 Organization Structure

Each Customer operates through its Organization. Admins invite Users, assign roles, and control the projects to which each User has access. Every act or omission of a User is attributable to the Customer, which remains responsible for its Users’ compliance with these Terms as though such conduct were its own.

4.3 Credential Security

Users must keep passwords, sign-in sessions, and social sign-on credentials confidential and must not share accounts. Upon discovering any unauthorized use of an account or any other breach of security, the Customer shall notify Lathe Studio without undue delay at security@lathe.studio. Losses arising from a failure to safeguard credentials rest with the Customer, save to the extent caused by a breach of these Terms by Lathe Studio.

5. The Free Preview

5.1 Scope of the Preview

Each new Organization, subject to Section 5.2, receives a Preview lasting ninety (90) consecutive days from the date the Organization is created. During the Preview, up to three (3) Users may use every feature of the Service without charge, and no payment card is requested.

5.2 One Preview per Company Email Domain

A company email domain is entitled to a single Preview in any twelve-month period, determined by reference to the email address used at registration and measured from the start of the first Preview. The rule applies to company domains alone: addresses on free email services open to the public, such as gmail.com, are not grouped by domain, and each Organization created from such an address receives its own Preview of ninety (90) days. Should a second Organization be created from the same domain while the first Preview is still running, the second Organization shares the end date of the first. Where the first Preview has already ended, any further Organization created from that domain within twelve (12) months after the first Preview began receives no Preview: it is placed directly behind the subscription screen and is deleted seven (7) days after its creation unless an Admin subscribes to the Paid Plan within that time. Registering through alternative domains, aliases, or additional accounts in order to obtain further Previews is prohibited.

5.3 Expiry Without Automatic Conversion

When the Preview ends, the Organization becomes Locked and remains inaccessible until an Admin subscribes to the Paid Plan. No charge is made at that point, and the Preview never converts automatically into a paid subscription. Customer Content in a Locked Preview Organization cannot be viewed or exported until a subscription is in place.

5.4 Deletion After an Unpaid Preview

Unless an Admin subscribes first, the Customer Content of the Organization is permanently deleted seven (7) days after the Preview ends. From the first day the Organization is Locked, the Service displays the scheduled deletion date together with a countdown. Reminder emails stating that date are sent on day eighty-nine (89) of the Preview, on the day the Organization becomes Locked, and on the day before deletion.

6. Paid Plan, Fees, and Payment

6.1 Subscription

An Admin may subscribe to the Paid Plan at any time during or after the Preview. Fees are charged per User per month, with no upper limit on the number of Users, at the rates published on the Website at the time of subscription, as revised from time to time under Section 6.6. All fees are denominated and payable in United States dollars.

6.2 Calculation of Fees and Proration

Fees are calculated on the number of Users associated with the Organization, as recorded by the Service. When Users are added or removed during a Subscription Period, the payment processor prorates the fees in both directions for the remainder of that Subscription Period: the additional charge for an added User, or the credit for a removed User, appears on the next invoice. Credits arising from proration are set against subsequent invoices and are not refunded to the payment method. Upon cancellation of the subscription, whether by an Admin under Section 7.1 or by the payment processor under Section 6.7, any proration credit not yet applied lapses, and no part of it is refunded or otherwise paid out.

6.3 Automatic Renewal

THE PAID PLAN RENEWS AUTOMATICALLY FOR SUCCESSIVE ONE-MONTH SUBSCRIPTION PERIODS UNTIL CANCELED IN ACCORDANCE WITH SECTION 7. Fees are billed monthly in advance. By subscribing, the Customer authorizes Lathe Studio, acting through its payment processor, to charge the payment method on file at the start of each Subscription Period for the fees then due, without further authorization for each charge.

6.4 Payment Processing

Payments, billing contacts, payment methods, and invoices are handled by Stripe, a third-party payment processor, through checkout and billing-portal pages that Stripe hosts on its own domains. Lathe Studio neither sees nor stores full payment card numbers. Any Admin may update payment details, review invoices, and manage the subscription through the billing settings of the Service.

6.5 Taxes

Fees are stated exclusive of sales, use, value-added, goods and services, withholding, and similar taxes, duties, and levies, all of which are the Customer’s responsibility, other than taxes imposed on Lathe Studio’s net income. Whenever Lathe Studio is legally obliged to collect a tax from the Customer, the amount will appear as a separate line on the relevant invoice.

6.6 Price Changes

Lathe Studio may revise its fees by giving at least thirty (30) days’ advance notice by email to the Admins of the Organization. A revised fee takes effect at the start of the first Subscription Period beginning after the notice period expires. Continuing the subscription past that date constitutes acceptance of the revised fee; a Customer who does not accept it may cancel under Section 7 before the new fee applies.

6.7 Failed Payments

A declined charge does not Lock the Organization immediately. While the payment processor retries the charge, access to the Service continues, and the Admins are informed of the failure by email. If every retry fails, the payment processor cancels the subscription, and the Organization then follows the cancellation path laid down in Sections 7.3 through 7.6, with one difference in timing: the date on which the payment processor cancels the subscription is both the day the Organization becomes Locked in read-only form and the day from which the sixty-day period before deletion under Section 7.5 begins to run.

7. Cancellation and the Post-Cancellation Period

7.1 Method of Cancellation

An Admin may cancel the subscription at any time through the Stripe billing portal reached from the billing settings of the Service. Cancellation takes effect at the end of the Subscription Period in progress, and no further fees are charged after that date.

7.2 Access Through the End of the Paid Period

Following cancellation by an Admin, Users retain full access to the Service until the paid Subscription Period expires.

7.3 Read-Only Status

The Organization becomes Locked in read-only form once the paid Subscription Period expires or, where the subscription is canceled after failed payments, on the date fixed by Section 6.7. Users may continue to view Customer Content but cannot modify it, export it, or call the API.

7.4 Assisted Exports

Before the scheduled deletion date, an Admin of a canceled Organization may ask Lathe Studio support for up to three (3) full exports of the Organization’s Customer Content, by writing to hello@lathe.studio or through the support channel available in the Service.

7.5 Deletion After Cancellation

Customer Content of a canceled Organization is permanently deleted sixty (60) days after the Organization becomes Locked under Section 7.3, unless the Customer subscribes again before then. The Service displays the deletion date and a countdown from the first day the Organization is Locked. Notice of the date is also given by email on the day the Organization becomes Locked, seven (7) days before deletion, and one (1) day before deletion.

7.6 Resubscription

If an Admin resubscribes before the deletion date, full access is restored and Customer Content is preserved as it stood when the Organization became Locked. Customer Content that has been deleted cannot be restored at the Customer’s request.

8. Refund Policy

8.1 General Rule

Fees, once paid, are non-refundable except as expressly provided in this Section 8. No refund or credit is given for a partial Subscription Period, for periods in which the Service went unused, or for cancellation made before the end of a Subscription Period, and credits generated by removing Users during a Subscription Period are governed exclusively by Section 6.2, which bars their payment to the payment method and provides for their lapse upon cancellation. Because the ninety-day Preview allows the Customer to evaluate the entire Service without payment, Lathe Studio regards the non-refundable character of paid periods as a fair allocation of risk between businesses.

8.2 Eligibility Criteria

A refund is available only where one of the following circumstances is established: first, the Customer was charged more than once for the same Subscription Period; second, a charge was processed after a cancellation had already taken effect under Section 7.1; third, the amount charged exceeded the fees applicable under these Terms and the pricing in force for the relevant period; fourth, Lathe Studio discontinued the Service in its entirety under Section 23.4, in which case the refund covers the fees prepaid for the unused portion of the Subscription Period in progress; fifth, the Customer terminated its subscription after an objection to a new sub-processor that remained unresolved under the Data Processing Addendum, with the same measure of refund; and sixth, applicable law that cannot be excluded by contract requires a refund.

8.3 Procedural Requirements and Timelines

Refund requests must be submitted by an Admin in writing to hello@lathe.studio within sixty (60) days after the date of the disputed charge, stating the Organization name, the invoice number, the date and amount of the charge, and the grounds relied upon under Section 8.2. Lathe Studio will acknowledge the request, may ask for supporting information, and will communicate its determination within thirty (30) days after receiving a complete request. Approved refunds are issued to the original payment method through Stripe and cannot be redirected to a different card or account; the time needed for the credit to appear depends on the Customer’s bank or card issuer. Requests submitted after the sixty-day window are deemed waived, save where a longer period is mandated by applicable law.

8.4 Exclusions

The Service is an intangible, digital subscription, and every report, export, and other output it generates is produced on demand for the Customer at the moment of the request. Neither those outputs nor access to the Service once provided can be returned, and they therefore fall outside any refund. No refund is due, moreover, for an Organization suspended or terminated by reason of the Customer’s breach under Section 23, for Customer Content deleted in accordance with the schedules and notices set out in Sections 5, 7, and 11, or for any amount the Customer has already recovered through a payment dispute or chargeback.

8.5 Chargebacks

The Customer agrees to raise any billing concern with Lathe Studio under Section 8.3 before initiating a chargeback or payment dispute with its card issuer. Opening a chargeback does not, of itself, Lock the Organization. While the chargeback is pending, Lathe Studio may nonetheless decide, case by case, to Lock the Organization, and the Customer shall reimburse any amount reversed without valid grounds together with the related processing fees.

8.6 Statutory Consumer Protections

The Magnuson-Moss Warranty Act regulates written warranties on “consumer products,” which 15 U.S.C. § 2301(1) defines as tangible personal property distributed in commerce and normally used for personal, family, or household purposes. A hosted software subscription supplied to businesses, such as the Service, is not tangible personal property, and Lathe Studio extends no written warranty within the meaning of that Act. Section 1.3 addresses the position under European Union and United Kingdom consumer legislation. Nothing in this Section 8 limits any right that, under the law governing the Customer’s relationship with Lathe Studio, may not be waived or restricted by agreement.

9. Customer Content and Data Portability

9.1 Ownership

As between the parties, the Customer retains all right, title, and interest in and to its Customer Content. Lathe Studio acquires no ownership interest in Customer Content by virtue of hosting or processing it.

9.2 License Granted to Lathe Studio

The Customer grants Lathe Studio a worldwide, non-exclusive, royalty-free license, for the duration of these Terms and of the retention periods described in Sections 5, 7, and 11, to host, copy, store, transmit, display, and otherwise process Customer Content solely to provide, secure, and support the Service, to transmit data to the Integrations the Customer configures, to comply with law, and to act on the Customer’s documented instructions. Lathe Studio does not sell Customer Content, does not share it with advertisers, and does not use it for any purpose unrelated to the operation of the Service.

9.3 Customer Responsibilities for Content

The Customer is solely responsible for the legality, accuracy, and integrity of Customer Content and for having obtained every right, notice, consent, and lawful basis needed to submit it, including any personal data of its Users or of third parties that appears in test cases, attachments, or comments. Test data should, wherever practicable, be synthetic or anonymized. The Customer shall not submit protected health information governed by the Health Insurance Portability and Accountability Act of 1996, payment card data within the scope of the Payment Card Industry Data Security Standard, government-issued identification numbers, or special categories of personal data listed in Article 9 of the General Data Protection Regulation (EU) 2016/679, and Lathe Studio does not enter into business associate agreements.

9.4 Self-Service Export

While an Organization is active and not Locked, any Admin may export all of its Customer Content as a ZIP archive at any time. A Locked Organization cannot export through self-service. Assisted exports for canceled Organizations are governed by Section 7.4, and an Organization whose Preview ended unpaid must subscribe before any export becomes available.

9.5 Screenshots and Recordings for Bug Reports

Screenshots and screen recordings captured on a tester’s device for the purpose of filing a defect are uploaded directly from that device to the Customer’s own issue tracker (Jira or Azure DevOps) and are not stored by Lathe Studio. Once transferred, such material is held under the Customer’s agreement with the provider of that tracker.

10. Privacy and Data Protection

10.1 Lathe Studio as Controller

For Account Data, billing information, support communications, website analytics data, and the security records it uses to protect the Service, Lathe Studio determines the purposes and means of processing. Its practices in that capacity are described in the Privacy Policy at https://lathe.studio/privacy, which also explains how individuals may exercise their rights. Questions on data protection may be addressed to privacy@lathe.studio.

10.2 Lathe Studio as Processor

Personal data contained in Customer Content and in the other records Lathe Studio processes on the Customer’s behalf is handled by Lathe Studio as a processor or service provider, acting on the Customer’s instructions. The DPA governs that processing, is incorporated into these Terms by reference, and takes effect automatically upon acceptance of these Terms without separate signature. Its provisions are intended to satisfy Article 28 of the General Data Protection Regulation (EU) 2016/679 and of the United Kingdom General Data Protection Regulation, and, for transfers out of the European Economic Area and the United Kingdom, it incorporates the Standard Contractual Clauses and the UK Addendum. Should these Terms and the DPA conflict on a matter concerning personal data, the DPA prevails.

10.3 Hosting Location

The Service is hosted in the United States, in a single region shared by every Customer. Customers established outside the United States acknowledge that their data will be transferred to, stored in, and processed in the United States, subject to the safeguards set out in the DPA.

10.4 Sub-processors

Lathe Studio engages carefully selected vendors to host, operate, secure, and support the Service. Those vendors, their functions, and their locations are identified in the DPA, which also sets out how changes to the list are notified and how the Customer may object. The Third-Party Services that a Customer connects through Integrations are chosen and controlled by the Customer and are not sub-processors of Lathe Studio.

11. Retention and Deletion of Other Records

11.1 Scope

The periods in this Section 11 are enforced by the Service and supplement the deletion rules for Customer Content stated in Sections 5.4 and 7.5. Each period runs from the event identified, unless a longer period is required by applicable law.

11.2 Sign-In Accounts

A User’s sign-in account that no longer belongs to any Organization is deleted together with the Organization whose deletion left it without one.

11.3 Subscription and Payment Records

Subscription and payment records are kept for ten (10) years after the Organization is deleted, to meet accounting, tax, and audit obligations and to establish or defend legal claims.

11.4 Support Tickets

Support tickets of a deleted Organization are kept for two (2) years after deletion, to preserve the history of assistance provided and to resolve any later dispute about it.

11.5 Audit Logs

Entries in the audit log and the admin audit log, which record who performed which action and when, are kept for twelve (12) months from the date of each entry. When a User or an Organization is deleted, its audit-log entries are not erased within that period but are pseudonymized: the identity is replaced by a keyed hash, and email addresses are redacted.

11.6 Operational Logs and Technical Records

API usage logs and integration event logs are kept for ninety (90) days; outgoing webhook delivery records, for thirty (30) days; API retry (idempotency) keys, for forty-eight (48) hours, with deletion running daily; and test email inboxes provided within the Service, together with their associated events, for thirty (30) days. Request logs held by the hosting provider are kept for thirty (30) days, error reports held by the error-monitoring provider for ninety (90) days, and delivery logs of transactional email for thirty (30) days.

11.7 Irreversibility and Backups

Deletion under these Terms is permanent. Database backups are taken daily and kept for seven (7) days, so copies of deleted data held in backups expire no later than seven (7) days after their deletion from the live database. Exporting any Customer Content it wishes to keep before the applicable deletion date is the Customer’s responsibility.

12. Security

12.1 Technical Measures

Data is encrypted in transit using Transport Layer Security (TLS) and is encrypted at rest. The Integration credentials described in Section 14.1 receive an additional layer of encryption using AES-256-GCM. Authorization is checked within the application on every request, by reference to the Organization, the project, and the role of the requesting User. Error reports are scrubbed within the application before they are sent to the error-monitoring provider: IP addresses, cookies, and request headers are never attached, and email addresses, names, and other sensitive fields are redacted.

12.2 Residual Risk

No method of transmission or storage is entirely secure, and Lathe Studio cannot guarantee that unauthorized access will never occur. Notification of personal data breaches affecting Customer Content is governed by the DPA.

12.3 Customer Security Obligations

The Customer is responsible for managing its Users and their roles, for removing Users who no longer require access, for protecting API Keys and Integration credentials under its control, and for configuring Integrations appropriately. Suspected vulnerabilities in the Service should be reported to security@lathe.studio and must not be exploited or disclosed publicly before Lathe Studio has had a reasonable opportunity to remedy them.

13. Support and Support Access

13.1 Support Channels

Assistance is provided by email at hello@lathe.studio and through the support functions of the Service. Lathe Studio responds to requests within a reasonable time but does not commit to fixed response or resolution times unless otherwise agreed in writing.

13.2 Support Sessions

The Service does not currently offer Customers a means of granting or revoking support access. Lathe Studio support personnel open a support session only for one of four reasons: to resolve a support request raised by the Customer, to investigate a fault affecting the Service, to comply with a legal obligation, or to respond to a security incident. The reason for each session is recorded when it begins. A session lasts no longer than thirty (30) minutes and ends automatically; the Customer cannot revoke a session in progress. During a session, personnel may view the Service as a User solely for the reason recorded. Each session appears in the Organization’s audit log under the name “Lathe support,” without identifying the individual staff member who conducted it.

14. Integrations and Third-Party Services

14.1 Supported Integrations

The Service can connect to Jira, Azure DevOps, Slack, and Microsoft Teams, and can receive continuous integration and delivery webhooks from Bitbucket, GitHub, GitLab, and Jenkins. OAuth tokens are held only for Jira and Azure DevOps; for Slack and Microsoft Teams, the webhook URLs supplied by the Customer are stored; Bitbucket, GitHub, GitLab, and Jenkins send webhooks to the Service.

14.2 Customer Control

Every Integration is authorized by the Customer, which decides what data flows between the Service and the Third-Party Service and retains control over the data held within that Third-Party Service. Lathe Studio sends data to, and receives webhooks from, those systems only as the Customer’s configuration directs, and the Customer may disconnect an Integration at any time.

14.3 Third-Party Terms

The use of any Third-Party Service, including any Google account or other account used for social sign-on, is governed by the terms and privacy practices of its provider. Lathe Studio does not control, and accepts no responsibility for, the availability, functionality, security, or data handling of Third-Party Services, nor for changes their providers make that impair an Integration. Jira, Azure DevOps, Slack, Microsoft Teams, Bitbucket, GitHub, GitLab, Jenkins, and Google are trademarks of their respective owners, and their mention implies no affiliation with or endorsement of Lathe Studio.

15. Application Programming Interface

15.1 API Keys

The Customer, acting through Users holding the necessary permissions, may create API Keys to automate use of the Service. API Keys must be stored securely, must not be embedded in publicly accessible code, and must be revoked promptly if compromised. All activity performed with an API Key is attributed to the Customer.

15.2 Rate Limits and Monitoring

Lathe Studio applies rate limits to protect the stability of the Service and may throttle or block traffic exceeding them. Usage logs recording the API Key, the endpoint called, and the time of the call are maintained in order to enforce rate limits, detect abuse, and support the Customer, for the period stated in Section 11.6.

15.3 Changes to the API

Endpoints, parameters, and response formats may evolve. Lathe Studio will endeavor to announce changes that break existing integrations in advance whenever practicable, but cannot guarantee backward compatibility indefinitely.

16. Acceptable Use

16.1 Prohibited Conduct

The Customer shall not, and shall ensure that its Users do not: use the Service in violation of any applicable law or regulation; submit material that infringes or misappropriates intellectual property, privacy, or publicity rights; transmit malware, ransomware, or other harmful code; access or attempt to access the Service, other Organizations, or Lathe Studio’s systems without authorization, including conduct proscribed by the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, or by equivalent laws elsewhere; probe, scan, or penetration-test the infrastructure of Lathe Studio without its prior written consent; send spam or engage in harassment through the Service or its notifications; reverse-engineer, decompile, or disassemble the Service, except to the limited extent applicable law expressly permits notwithstanding this restriction; circumvent User limits, Preview restrictions, rate limits, or billing controls; resell, sublicense, or provide the Service to third parties on a bureau or white-label basis without written agreement; or use the Service to build or benchmark a competing product.

16.2 Authorization for Systems Under Test

Test cases and test runs managed in the Service frequently describe or exercise software, environments, and endpoints. The Customer warrants that it owns, or holds the authorization of the owner of, every system it tests, describes, or connects through the Service, and accepts sole responsibility for the consequences of testing activity directed at any system.

16.3 Enforcement

Lathe Studio may investigate suspected violations of this Section 16, remove or disable offending material, and suspend or terminate access in accordance with Section 23.

17. Copyright Policy

17.1 Statutory Framework

Lathe Studio respects intellectual property rights and responds to notices of alleged infringement in accordance with the Digital Millennium Copyright Act, codified in relevant part at 17 U.S.C. § 512. Because Customer Content resides on the Service at the direction of Customers, the notice-and-takedown procedure below applies to that material.

17.2 Designated Agent

Notifications of claimed infringement should be directed to Lathe Studio’s designated agent (the “Designated Agent”): Copyright Agent, Lathe Studio LLC, 1309 Coffeen Ave STE 1200, Sheridan, Wyoming 82801, United States; telephone: (702) 900-7281; email: hello@lathe.studio, with the subject line “DMCA Notice.”

17.3 Elements of a Valid Notification

Under 17 U.S.C. § 512(c)(3)(A), a notification must be written and must contain: a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right allegedly infringed; identification of the copyrighted work claimed to have been infringed or, where multiple works at a single site are covered, a representative list of them; identification of the material claimed to be infringing, with information reasonably sufficient to permit Lathe Studio to locate it within the Service; information reasonably sufficient to permit Lathe Studio to contact the complaining party, such as an address, telephone number, and email address; a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner. A notification lacking these elements may not be treated as effective notice.

17.4 Response to Notifications

Upon receipt of a compliant notification, Lathe Studio will act expeditiously to remove or disable access to the material identified and will take reasonable steps to inform the affected Customer, forwarding a copy of the notification where appropriate.

17.5 Counter-Notification

A Customer that believes material was removed or disabled as a result of mistake or misidentification may send a counter-notification to the Designated Agent. Pursuant to 17 U.S.C. § 512(g)(3), it must contain the Customer’s physical or electronic signature; identification of the material removed or disabled and the location at which it appeared beforehand; a statement under penalty of perjury that the Customer has a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and the Customer’s name, address, and telephone number, together with a statement consenting to the jurisdiction of the Federal District Court for the judicial district in which that address is located (or, for an address outside the United States, any judicial district in which Lathe Studio may be found) and agreeing to accept service of process from the person who submitted the original notification or that person’s agent. Upon receiving a valid counter-notification, Lathe Studio will promptly provide a copy of it to the person who submitted the original notification and inform that person that the material will be restored in ten (10) business days, as 17 U.S.C. § 512(g)(2)(B) contemplates. In line with 17 U.S.C. § 512(g)(2)(C), Lathe Studio will restore the material not less than ten (10) nor more than fourteen (14) business days after receiving the counter-notification, unless the Designated Agent first receives notice that the complaining party has filed an action seeking a court order to restrain the alleged infringement.

17.6 Repeat Infringers

As contemplated by 17 U.S.C. § 512(i)(1)(A), Lathe Studio maintains a policy under which, in appropriate circumstances, the accounts of Users and Customers that are repeat infringers are terminated.

17.7 Misrepresentations

Under 17 U.S.C. § 512(f), a person who knowingly and materially misrepresents that material is infringing, or that it was removed or disabled by mistake or misidentification, may be liable for the resulting damages, including costs and attorneys’ fees.

18. Intellectual Property of Lathe Studio; Feedback

18.1 Reservation of Rights

The Service, its software, interfaces, designs, documentation, and the name and marks “Lathe Studio,” together with all related intellectual property rights, belong to Lathe Studio or its licensors. Subject to these Terms and to timely payment of applicable fees, Lathe Studio grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the term, to permit its Users to access and use the Service for the Customer’s internal business purposes. Any right not expressly granted is reserved.

18.2 Feedback

Suggestions, ideas, and other feedback concerning the Service may be used by Lathe Studio without restriction or compensation, under a perpetual, irrevocable, worldwide, royalty-free license that the Customer hereby grants. Feedback does not include Customer Content, which remains subject to Section 9.

19. Confidentiality

19.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other in connection with the Service that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is the Customer’s Confidential Information; the non-public features, pricing terms offered individually, and security architecture of the Service are the Confidential Information of Lathe Studio.

19.2 Exclusions

Information is not confidential to the extent it is or becomes public through no fault of the recipient, was lawfully known to the recipient before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed without use of the discloser’s information.

19.3 Obligations

Each party shall use the other’s Confidential Information only to perform under or exercise its rights under these Terms, shall protect it with at least the care it applies to its own information of similar sensitivity and never less than reasonable care, and shall disclose it only to personnel, contractors, and advisers who need to know it and who are bound by comparable duties. Disclosure compelled by law or court order is permitted, provided that the recipient, where legally allowed, gives the discloser prompt notice and reasonable assistance in seeking protective treatment.

19.4 Duration

Confidentiality obligations continue for three (3) years after these Terms end, and, for any trade secret, for as long as it qualifies as a trade secret under applicable law.

20. Warranties and Disclaimers

20.1 Mutual Representations

Each party represents that it is duly organized and in good standing under the laws of its place of formation, and that it has full power and authority to enter into and perform these Terms.

20.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, INCLUDING THE PREVIEW, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LATHE STUDIO DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LATHE STUDIO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS.

20.3 Testing Outcomes

The Service records, organizes, and reports the testing activity that the Customer designs and performs. Responsibility for the adequacy of test coverage, for the interpretation of results, and for every decision to release or withhold software rests exclusively with the Customer, and Lathe Studio makes no representation that software tested with the Service is free of defects, vulnerabilities, or non-compliance.

21. Limitation of Liability

21.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR BUSINESS INTERRUPTION, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID AND PAYABLE BY THE CUSTOMER TO LATHE STUDIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

21.3 Exceptions

The exclusions and the cap in Sections 21.1 and 21.2 do not apply to the Customer’s obligation to pay fees, to the Customer’s indemnification obligations, or to liability arising from fraud, gross negligence, or willful misconduct, nor do they limit any liability that cannot be limited under applicable law.

21.4 Allocation of Risk

The fees charged for the Service reflect the allocation of risk established by Sections 20 and 21, and the parties acknowledge that these limitations form an essential basis of their bargain, applying even where a limited remedy fails of its essential purpose.

22. Indemnification

22.1 Customer Indemnity

The Customer shall defend Lathe Studio and its members, managers, employees, and agents against any claim, demand, or proceeding brought by a third party, and shall indemnify them against resulting damages, fines, settlements, and reasonable attorneys’ fees, to the extent arising from Customer Content, from the Customer’s use of Integrations or Third-Party Services, from testing activity directed at any system, from a breach of Section 16, or from the Customer’s violation of applicable law.

22.2 Procedure

Lathe Studio shall notify the Customer promptly of any claim subject to indemnification, allow the Customer to control the defense and settlement, and provide reasonable cooperation at the Customer’s expense. No settlement that imposes an obligation or admission on Lathe Studio may be concluded without its prior written consent, which shall not be unreasonably withheld. Lathe Studio may participate in the defense with counsel of its own choosing at its own cost.

23. Term, Suspension, and Termination

23.1 Term

These Terms remain in effect from acceptance until every Organization of the Customer has been deleted and all paid Subscription Periods have expired.

23.2 Suspension

Lathe Studio may suspend access to all or part of the Service, with notice where practicable, if it reasonably determines that suspension is necessary to prevent a threat to the security or integrity of the Service or of other Customers, to comply with law or a governmental order, or to address a breach of Section 16. Any suspension will be limited in scope and duration to what the circumstances require.

23.3 Termination by the Customer

The Customer may end its subscription under Section 7 and may delete its Organization at any time. Deleting an Organization removes its Customer Content and files, together with any sign-in account left without an Organization, while the records described in Section 11 are kept for the periods stated there.

23.4 Termination by Lathe Studio

Lathe Studio may terminate these Terms or any Organization upon written notice if the Customer commits a material breach that remains uncured thirty (30) days after notice describing it, and with immediate effect in cases of repeat copyright infringement, unlawful use, or conduct that exposes Lathe Studio or other Customers to serious harm. The Service may also be discontinued in its entirety by Lathe Studio upon at least sixty (60) days’ written notice, in which event Section 8.2 governs any refund.

23.5 Effect of Termination

Upon termination, the rights granted to the Customer cease, and the retention and deletion rules of Sections 7 and 11 apply. Sections 2, 8, 9.1, 9.2, 11, 17.7, 18, 19, 20, 21, 22, 23.5, 25, 27, and 28, together with any accrued payment obligations, survive termination.

24. Export Controls and Economic Sanctions

24.1 Compliance

The Service is subject to United States export control and economic sanctions laws, including the Export Administration Regulations at 15 C.F.R. Chapter VII, Subchapter C, and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury at 31 C.F.R. Chapter V.

24.2 Customer Representations

The Customer represents that neither it nor any User is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions, and that none of them appears on a United States government list of restricted or prohibited parties. Use, export, or provision of access to the Service in violation of those laws is prohibited, and Lathe Studio may block or terminate access where required to comply with them.

25. Electronic Communications, Notices, and Signatures

25.1 Consent to Electronic Dealings

The parties agree to conduct their dealings electronically. Acceptance of these Terms by clicking, by registering, or by use of the Service constitutes an electronic signature, and agreements, notices, and records exchanged electronically may not be denied legal effect solely because they are in electronic form, consistent with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001(a), and with the Wyoming Uniform Electronic Transactions Act, W.S. 40-21-101 through 40-21-119, in particular W.S. 40-21-107.

25.2 Notices to the Customer

Lathe Studio may deliver notices to the Customer by email to the Admins of the relevant Organization or by display within the Service. Email notices are effective when sent, and in-app notices when first displayed.

25.3 Notices to Lathe Studio

Notices to Lathe Studio must be sent by email to hello@lathe.studio, or to privacy@lathe.studio for data protection matters. Any notice of breach, termination, or legal proceedings must also be sent by recognized courier or certified mail to Lathe Studio LLC, 1309 Coffeen Ave STE 1200, Sheridan, Wyoming 82801, United States, and takes effect upon receipt.

26. Changes to These Terms

26.1 Revisions

Lathe Studio may amend these Terms from time to time, and the “Last Updated” date at the top indicates the most recent revision.

26.2 Notice of Material Changes

Material changes will be notified at least thirty (30) days before they take effect, by email to Admins and by notice within the Service. Changes that are not material, such as clarifications or updates required by law, take effect upon publication.

26.3 Acceptance or Objection

Continued use of the Service after a change takes effect constitutes acceptance of the amended Terms. A Customer that objects to a material change may cancel under Section 7 before the change takes effect. Amendments do not apply retroactively to disputes arising before their effective date.

27. Governing Law and Forum

27.1 Governing Law

These Terms, and any dispute or claim arising out of or relating to them or to the Service, whether contractual or non-contractual, are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. By exception, the DPA, including the Standard Contractual Clauses and the UK Addendum, is governed by the law designated within it.

27.2 Informal Resolution

Before commencing proceedings, a party shall send the other written notice describing the dispute, and the parties shall attempt in good faith to resolve it for thirty (30) days following that notice. Nothing in this Section 27.2 prevents a party from seeking urgent injunctive relief.

27.3 Exclusive Forum

Subject to Section 27.4, the state courts located in Sheridan County, Wyoming, and the United States District Court for the District of Wyoming have exclusive jurisdiction over any proceeding arising out of or relating to these Terms. Each party submits to the personal jurisdiction of those courts and waives any objection based on inconvenient forum or improper venue.

27.4 Injunctive Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

28. General Provisions

28.1 Entire Agreement and Order of Precedence

These Terms, the DPA, and any order or written agreement expressly referring to these Terms constitute the entire agreement between the parties regarding the Service and supersede all prior understandings on that subject. The Privacy Policy and the Cookie Policy describe Lathe Studio’s practices and are referenced for information. In the event of conflict, the DPA prevails on matters of personal data processing, followed by these Terms, and then by any other document referring to them.

28.2 Assignment

The Customer may not assign or transfer these Terms without the prior written consent of Lathe Studio. Lathe Studio may assign these Terms, upon notice, to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in breach of this Section 28.2 is void.

28.3 Force Majeure

Neither party is liable for delay or failure in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, failures of public utilities or telecommunications networks, and outages of hosting or infrastructure providers.

28.4 Severability and Waiver

Should any provision be held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force. Failure or delay in enforcing a right does not constitute a waiver of it.

28.5 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

28.6 No Third-Party Beneficiaries

Except for the indemnified persons named in Section 22, no third party has any right to enforce these Terms.

28.7 Interpretation

Headings are for convenience only and do not affect interpretation. The words “including” and “includes” mean “including without limitation.” These Terms are drawn up in English, and any translation is provided for convenience only; the English version controls.

29. Contact Information

Lathe Studio LLC

1309 Coffeen Ave STE 1200

Sheridan, Wyoming 82801

United States

General inquiries and questions about these Terms: hello@lathe.studio

Privacy and data protection matters: privacy@lathe.studio

Security reports and suspected vulnerabilities: security@lathe.studio

Copyright notifications: see Section 17.2

Website: https://lathe.studio