Latimal API Terms of Service

These Terms of Service ("Terms") govern access to and use of the Latimal Menu Intelligence API at https://dish-embed.latimal.com, including all endpoints, documentation, client libraries, and related services (together, the "Service"). The Service is operated by Context Window Private Limited, a private limited company incorporated in India and trading as "Latimal", with its registered office in India (full address provided in signed agreements or on request) ("Latimal", "we", "us").

By requesting, activating, or using an API Key, or by otherwise using the Service, you accept these Terms. If you act on behalf of a company or other organisation, you represent that you have authority to bind it, and "Customer" ("you") means that organisation. The Service is offered solely for business use by persons acting in the course of their trade or profession.

• "API Key": a credential issued by Latimal that authenticates requests to the Service.
• "Input": data Customer submits to the Service, including menu item text, search queries, catalogues, and cart contents.
• "Outputs": results the Service returns from Customer’s Input, including embedding vectors, similarity and relevance scores, rankings, match and deduplication results, classifications, reports, and suggestions.
• "Models": the machine learning models, software, datasets, and related systems Latimal uses to provide the Service, in whole or in part.
• "Subscription Plan" (or "Plan"): the paid monthly tier Customer selects (for example Starter, Pro, or Scale), which sets Customer’s monthly allowance of API Calls, its per-second rate limit, and the endpoints available to Customer. Current Plans and their fees are published at https://latimal.com/pricing.
• "API Call": a single HTTP request to any endpoint of the Service. One request is counted as one API Call regardless of the number of items in the request.

API Keys are issued by Latimal directly. Customer must keep API Keys confidential, use them only for its own integrations, and notify Latimal promptly at [email protected] if an API Key is exposed or compromised. Customer is responsible for all usage under its API Keys. API Keys may only be shared within Customer’s organisation and with contractors acting on Customer’s behalf who are bound by obligations at least as protective as these Terms.

A free trial ("Trial") gives Customer access to a Subscription Plan at no charge for the trial period stated at sign-up. A valid payment method is required to start a Trial. Unless Customer cancels before the Trial ends, the Trial automatically converts to a paid Subscription and Customer’s payment method is charged for the first billing period. Trials may carry lower limits and may be suspended or revoked by Latimal at any time. These Terms apply to Trial use in full, including Sections 6, 7, and 8.

The Service is sold on a recurring monthly subscription. Each Subscription Plan includes a fixed allowance of API Calls per billing period, a per-second rate limit, and access to a defined set of endpoints, as published at https://latimal.com/pricing. One HTTP request counts as one API Call regardless of the number of items in it. Plans enforce a hard cap: once Customer reaches its monthly API Call allowance, further requests are declined (HTTP 402) until the next billing period or an upgrade, and Latimal does not charge overage fees.

Subscription fees are billed in advance each billing period through the payment methods Latimal makes available (currently Razorpay; major international cards are accepted, and Indian customers may also pay by UPI or netbanking). Customer authorises Latimal and its payment processor to charge the selected fee to Customer’s payment method at the start of each billing period until the Subscription is cancelled. Fees are stated exclusive of taxes; Customer is responsible for applicable taxes, including GST, other than taxes on Latimal’s income. GST invoices are available on request.

Customer may upgrade, downgrade, or cancel its Subscription at any time. Upgrades take effect immediately; downgrades and cancellations take effect at the end of the then-current billing period. There is no minimum term and no cancellation fee. Latimal may change Plan fees or features with at least 15 days’ notice; changes take effect from Customer’s next billing period and do not apply retroactively to a period already paid.

Subscription fees are non-refundable, except (a) where a refund is required by applicable law, or (b) if Latimal terminates these Terms without cause or discontinues the Service, in which case Latimal will refund the pro-rated unused portion of the fee paid for the then-current billing period. Amounts for a billing period already elapsed are not refundable.

Customer must not:

1. use the Service in violation of applicable law, or submit Input it has no right to process;
2. circumvent, disable, or interfere with metering, rate limits, authentication, or security features of the Service;
3. resell, sublicense, or otherwise provide raw access to the Service or to API Keys to third parties, except as part of Customer’s own product or service with its own substantial functionality (white-label or platform arrangements require a separate written agreement);
4. use the Service to build or operate a service whose primary value is redistributing Outputs to third parties as a substitute for the Service;
5. submit Input containing personal data beyond what is reasonably necessary for the food and menu use cases the Service is designed for;
6. conduct vulnerability scanning, penetration testing, or other security testing of the Service without Latimal’s prior written consent.

The Models, including their architecture, weights, parameters, training data, scoring and ranking behaviour, thresholds, and the geometry of the embedding space, are Latimal’s confidential and proprietary technology. Customer must not, and must not permit or assist any third party to:

1. reverse engineer, decompile, or otherwise attempt to derive or reconstruct the Models or any component of them;
2. probe, scan, or systematically query the Service in order to extract or approximate model weights, training data, scoring functions, decision thresholds, or the structure of the embedding space;
3. perform model extraction, model inversion, membership inference, or training data extraction attacks against the Service;
4. attempt to discover non-public details of how the Service processes, normalises, or ranks Input beyond what Latimal publishes in its documentation.

Ordinary production use of the Service at any volume, and good-faith evaluation as permitted under Section 7, do not breach this Section. This Section applies regardless of whether any element of the Models would qualify for statutory intellectual property protection, and Customer agrees that these restrictions are reasonable contractual protections for Latimal’s trade secrets and confidential information.

Customer Input. Customer retains all rights in its Input. Customer grants Latimal a limited licence to process Input solely to provide the Service and as described in Section 8. Customer represents and warrants that it has all rights, consents, and lawful bases necessary for Latimal to process the Input as contemplated by these Terms.

Customer owns its Outputs. As between the parties, Customer owns the Outputs it generates from its own Input, including embedding vectors, and may store, modify, and use them in its products and operations, subject to the restrictions in this Section, which survive any termination of these Terms.

Restrictions. Customer must not use Outputs, in whole or in part, to:

1. train, fine-tune, distill, or otherwise improve any machine learning model or system that competes with Latimal’s food or menu understanding offerings, including search, matching, deduplication, classification, or recommendation for food and menu data;
2. use Outputs as training labels, reward or supervision signals, or data-selection or filtering criteria in the development of such a competing model or system;
3. assemble Outputs into a dataset created or distributed for any of the purposes in (1) or (2).

Customer must not make Outputs available to third parties in bulk or on a systematic basis in a way that enables the uses restricted above or the extraction or approximation of the Models (Section 6). Distribution of Outputs within Customer’s own products and services is permitted.

Evaluation is permitted. Good-faith benchmarking and evaluation of the Service by a paying Customer, including comparing it with other providers and publishing the results, is expressly permitted and does not breach this Section or Section 6, provided that: (a) published results identify the model version evaluated, the evaluation date, and the methodology used; (b) the results do not misrepresent the Service’s performance; (c) evaluation querying is not used to extract or approximate the Models (Section 6); and (d) the Outputs used in the evaluation are not also used for the purposes restricted above. During a free trial, Customer may evaluate the Service without restriction for its own internal purposes, but publication of trial results requires Latimal’s prior written consent. Evaluation results generated while using a Trial Key remain subject to Latimal’s prior written consent for publication even after conversion to paid use. The publication right in this Section applies only to evaluations performed as a paying Customer.

Feedback. Latimal may freely use any feedback, suggestions, or error reports Customer provides about the Service, without restriction, obligation, or attribution.

Latimal’s technology. Except for the rights expressly granted in these Terms, Latimal retains all right, title, and interest in and to the Service and the Models. No rights are granted by implication.

These commitments are binding on Latimal:

1. No training on Customer data. Latimal does not use Customer Input or Outputs to train, fine-tune, or evaluate models without Customer’s prior written consent.
2. No third-party AI processing. Inference runs on infrastructure operated by Latimal. No Customer Input or Outputs are sent to third-party AI services or model providers as part of processing a request.
3. No content retention. Content is processed in memory. A short-lived in-memory cache of preprocessed text and vectors may be kept for performance; it is not intentionally written to persistent storage in normal operation. Transient diagnostic data may be retained briefly where needed to investigate failures or suspected abuse, and is deleted once the investigation concludes. Latimal retains usage metadata only (timestamps, endpoint, item counts, latency, subscription status and API Call counts, error rates, customer identifier, originating IP address, and search routing metadata), held in server logs for billing, support, and abuse prevention. Operational logs are retained for approximately 30 days, after which they are deleted; billing records (subscription and API Call records and aggregate usage counts) are retained for as long as required for invoicing, accounting, and legal compliance.
4. Customer’s vectors are Customer’s. Embeddings and other Outputs Customer generates from its own data belong to Customer per Section 7.

Where Customer is subject to the GDPR or similar data protection law and Input contains personal data, Customer acts as controller and Latimal processes such data transiently as a processor solely to return the requested Outputs. A formal data processing addendum is available on the Enterprise tier, on request at [email protected].

Each party must protect the other’s Confidential Information with at least reasonable care and use it only to perform under these Terms. For Latimal, Confidential Information includes non-public information about the Service and the Models, non-public performance characteristics and behaviour of the API, non-standard pricing or terms offered to Customer, and any material disclosed under a separate non-disclosure agreement. For Customer, Confidential Information includes its Input, its Outputs, and its non-public business information.

Confidential Information excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed without use of the discloser’s Confidential Information, or is received from a third party without confidentiality obligation. A party may disclose Confidential Information where required by law after, where lawful, giving prompt notice. Published benchmark results under Section 7 are not a breach of this Section. These obligations survive termination for five years, and indefinitely for trade secrets.

The current public model version is exposed at the /health endpoint. Latimal continuously improves the Service; improvements that do not change the embedding vector space ship without a version change.

A major model version change alters the vector space, meaning stored embeddings must be regenerated. Latimal will announce major version changes in advance by email and provide a migration window of at least 90 days before the prior version is retired. Latimal may deprecate endpoints or features with reasonable notice and will use reasonable efforts to avoid breaking changes within a major version.

Latimal provides the Service with reasonable efforts toward availability and performance but offers no service level agreement under these Terms. A service level agreement may be agreed in a separate written contract. Latimal will use reasonable efforts to announce planned maintenance in advance. Support is provided by email at [email protected] on a reasonable-efforts basis.

The Service is provided "as is" and "as available". To the maximum extent permitted by law, Latimal disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Outputs are statistical predictions; Latimal does not warrant that Outputs are accurate, complete, or suitable for any particular decision, and Customer is responsible for human review where Outputs inform decisions with legal or safety consequences (for example allergen or dietary labelling shown to end users).

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data; and (b) each party’s total aggregate liability under these Terms is capped at the fees paid by Customer to Latimal in the 12 months preceding the event giving rise to the claim.

The exclusions in subsection (a) and the cap in subsection (b) do not apply to Customer’s breach of Sections 6, 7, or 9, to Customer’s payment obligations, or to Customer’s indemnification obligations under Section 14. Latimal’s own liability remains subject to subsections (a) and (b) in all cases, including its total aggregate liability cap under (b). Nothing in these Terms excludes liability that cannot be excluded under applicable law, including liability for fraud.

Customer acknowledges that breach of Sections 6, 7, or 9 may cause Latimal irreparable harm for which damages are inadequate, and Latimal may seek injunctive relief in any court of competent jurisdiction in addition to other remedies.

Customer will defend and indemnify Latimal against third-party claims, and resulting damages and reasonable costs, arising from (a) Customer’s Input, including claims that Latimal’s processing of Input as instructed infringes third-party rights or violates law, or (b) Customer’s use of the Service in breach of these Terms. Latimal will promptly notify Customer of any such claim and reasonably cooperate at Customer’s expense. Customer may not settle any claim in a manner that imposes any liability, obligation, or admission on Latimal without Latimal’s prior written consent, and Latimal may participate in the defence with counsel of its own choosing at its own expense.

Latimal may suspend Customer’s access immediately if Latimal reasonably believes Customer has breached Sections 5, 6, or 7, or if suspension is necessary to protect the Service or other customers, and will notify Customer where practical. Latimal has no liability for a suspension applied in good faith under this Section.

Either party may terminate these Terms: (a) for material breach not cured within 15 days of written notice, except that Latimal may terminate immediately for breach of Sections 6 or 7; or (b) for convenience on 30 days’ written notice. On any termination, Customer’s API Keys are deactivated. Refund treatment on termination follows Section 4. Sections 6 through 9, 12 through 14, and 16 through 18 survive termination, and Customer’s ownership of its Outputs under Section 7 survives subject to the restrictions there.

Latimal may update these Terms. The current version is published at https://latimal.com/terms. For material changes, Latimal will give at least 15 days’ notice by email to the address on record before the changes take effect. Continued use of the Service after the effective date constitutes acceptance. If Customer objects to a material change, it may terminate under Section 15 before the effective date.

These Terms are governed by the laws of India, without regard to conflict of law rules. Any dispute arising out of or relating to these Terms will be finally resolved by arbitration administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with its rules, by a sole arbitrator, under the (Indian) Arbitration and Conciliation Act, 1996. The seat of arbitration is Gurugram, India, and the language of arbitration is English. The arbitration proceedings and the award are confidential, except to the extent disclosure is required by law or to enforce or challenge the award, and the arbitrator may allocate costs between the parties, which may follow the event at the arbitrator’s discretion. Courts at the seat have exclusive jurisdiction over matters not subject to arbitration, and either party may seek interim or injunctive relief from a court of competent jurisdiction.

Entire agreement. These Terms, together with any separate written agreements between the parties (including any NDA, SLA, or data processing addendum), are the entire agreement regarding the Service, and each party confirms it has not relied on any statement or representation not set out in them. Where a signed NDA and these Terms conflict, the stricter confidentiality obligation controls, except that the evaluation right in Section 7 survives unless expressly waived in writing.

Assignment. Customer may not assign these Terms without Latimal’s prior written consent, and may not in any circumstances assign them to a competitor of Latimal. Latimal may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets or business.

Export and sanctions. Customer represents that it is not subject to sanctions administered by India, the United Nations, the United States, the European Union, or the United Kingdom, and must not use the Service, or permit it to be used, in violation of applicable export control or sanctions laws.

Publicity. Latimal may identify Customer by name and logo as a customer of the Service unless Customer opts out by written notice to Latimal.

Severability. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder stays in effect.

No waiver. Failure to enforce a provision is no waiver of the right to enforce it later.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

Independent contractors. The parties are independent contractors. These Terms create no partnership, agency, or joint venture.

Notices. Notices to Latimal: [email protected], effective on delivery confirmation or Latimal’s acknowledgment. Notices from Latimal to Customer: effective when sent to the Customer’s registered email address on record.

Contact. Latimal, [email protected].