Terms of Service
LangChain Terms of Service
These Terms of Service (together with any applicable Order Forms, exhibits, and incorporated attachments, the “Agreement”) govern access to and use of the Licensed Platform and are entered into by and between LangChain Inc., a Delaware corporation (“LangChain”), and the individual or entity (“Customer”) that: (a) enters into an Order Form that expressly incorporates this Agreement by reference; or (b) accesses or uses the Licensed Platform (including via a Free Access Subscription, as defined below). If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind Customer to the terms and conditions of this Agreement. If the individual accepting this Agreement does not have such authority or does not agree with the terms of the Agreement, such individual must not accept this Agreement and may not use the LangChain Platform. Capitalized terms shall have the meaning outlined in Section 1 (Definitions) and others are defined contextually in this Agreement.
1. Definitions
“Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party, where “control” is the possession, directly or indirectly, of the power to direct or cause the direction off the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
“Agent Run” means a complete invocation of a LangGraph agent whether initiated within a LangGraph Application or through the Ancillary Software, consisting of execution from the start Node to the end Node.
"AI Content" means any inputs or outputs generated by AI Services.
"AI Services" means any machine learning, generative AI functionality, or other artificial intelligence systems utilized for the generation of AI Content.
"Ancillary Software" means LangChain's Software Developer Kit (SDK) and/or APIs, including any Updates, that LangChain distributes as part of the Licensed Platform (as applicable).
“Cloud Deployment” means a version of the Licensed Platform hosted and operated by LangChain in LangChain's cloud environment.
"Customer Data" means electronic data and information submitted or generated by or for Customer in connection with its use of the Licensed Platform, including all inputs and outputs, including AI Content, observed or executed by the Licensed Platform.
"Customer Infrastructure" means Customer-managed cloud infrastructure or equipment needed to host, access, or otherwise use the Licensed Platform, including as outlined in the Documentation.
"Documentation" means the specifications and documentation for the Licensed Platform available at docs.langchain.com.
"Free Access Subscriptions" means limited access to the Licensed Platform that LangChain makes available to Customer free of charge. Free Access Subscriptions exclude access to the Licensed Platform offered via Beta Releases and ordered via an Order Form.
"High-Risk Activities" means activities where the use or failure of the Licensed Platform could lead to death, personal injury, or environmental damage.
"Hybrid Deployment" means a version of the Licensed Platform in which the control plane is operated by LangChain in its cloud environment and the data plane is operated by the Customer in the Customer’s own infrastructure. In a Hybrid Deployment, Customer workloads execute within the Customer’s environment, and traces and run data from those workloads are transmitted to LangChain’s cloud for observability.
"LangGraph Application" means an application built by Customer utilizing the LangGraph framework as further described at https://langchain-ai.github.io/langgraph/ or https://github.com/langchain-ai/langgraphjs, as may be updated by LangChain from time to time.
"LangSmith Platform" means the platform for monitoring, testing, and debugging as well as deploying and managing large language model applications.
"Licensed Platform" means the LangSmith Platform, including any Ancillary Software, and made available to Customer via Cloud Deployment, Self-Hosted Deployment, or Hybrid Deployment, according to the Subscription Metrics set forth in an applicable Order Form executed hereunder.
"Node" means an action in the graphical representation of the LangGraph Application.
"Nodes Executed" means the sum of Nodes invoked by the LangGraph Application.
"Operational Metadata" means usage and diagnostic information generated by the Licensed Platform and collected by LangChain to support, maintain, and optimize the performance of the Licensed Platform. Operational Metadata may include information such as type and version of the LangChain software, operating system version, uptime and availability, system error logs and health metrics, product feature usage, general integrity and security of the Licensed Platform. For the avoidance of doubt, Operational Metadata will never include Customer Data, AI Content, Customer Confidential Information, Personal Data or protected health information.
"Order Form" means any LangChain online sign-up, order form, statement of work, service addendum, or other sign-up flow that references this Agreement and is hereby incorporated by reference.
"Personal Data" means Customer Data relating to an identified or identifiable natural person.
"Reseller" means a third party authorized by LangChain to promote, distribute, and/or resell the Licensed Platform.
“Self-Hosted Deployment” means a version of the Licensed Platform licensed for installation and operation within the Customer Infrastructure.
"Subscription Metrics" means the metrics used to determine Customer's access and use of the Licensed Platform, including but not limited to, the number of Traces, number of Users, number of Nodes Executed, number of Agent Runs or other mutually agreed criteria as set out in an Order Form.
"Subscription Term" means the period during which Customer is entitled to use the Licensed Platform as outlined in the applicable Order Form.
"Third Party Products" means any product not developed or provided by LangChain that Customer may, at its own discretion, opt to use with the Licensed Platform, often as an integration via the Ancillary Software, as further described in Section 2.8.
"Trace" means one complete invocation of an application chain or agent, evaluator run, or playground run.
"Updates" means all updates and enhancements that LangChain generally makes available at no additional charge to its customers of the version of the Licensed Platform licensed hereunder who are current in payment of applicable Fees (defined below).
"User" means Customer's or Customer’s Affiliates’ employees, consultants, and third-party contractors accessing the Licensed Platform on Customer's or Customer’s Affiliates’ behalf according to the terms of this Agreement. For purposes of clarity, Users are individuals who have access to the Licensed Platform through a login and are typically software developers.
2. Access and Use of the Licensed Platform
2.1 Access and Use of Licensed Platform. Subject to Customer’s compliance with the terms of this Agreement and timely payment of all applicable Fees, during the Subscription Term, LangChain will:
(A) For Cloud and Hybrid Deployments. Make the Licensed Platform available to Customer under an Order Form, solely for Customer’s internal business use, in accordance with the Subscription Metrics and order terms set forth in such Order Form.
(B) For Self-Hosted Deployment Subscriptions. Grant Customer a limited, non-exclusive, non-transferable (except as set forth in Section 10.8 below), non-sublicensable, license to install and use the Licensed Platform on Customer Infrastructure per applicable configuration parameters, as outlined in the Documentation, according to the Subscription Metrics and other terms of the Order Form. Customer may make a reasonable number of copies of the Licensed Platform software and Documentation for environment or data residency separation, or as otherwise specified in the Order Form.
(C) Protection of Customer Data for Cloud and Hybrid Deployments. LangChain will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Where Customer's use of the Licensed Platform for Cloud or Hybrid Deployments includes the processing of Personal Data subject to the applicable data protection laws, it will be governed by the Data Processing Addendum located at langchain.com/DPA ("DPA") that is incorporated into this Agreement by reference or, at Customer’s option, when countersigned by Customer and provided to LangChain at [email protected].
2.2 Access to Users. Only authorized Users are permitted to access and use the Licensed Platform. Customer is solely responsible for (a) approving and maintaining access, identifying and authenticating Users, and controlling against unauthorized access by Users including use or access that is inconsistent with the Subscription Metrics purchased according to an Order Form; (b) maintaining the confidentiality of usernames, passwords and account information (as applicable);（c）all activities that occur under its Users’ usernames, passwords or accounts as a result of Users’ access to the Licensed Platform; and (d) ensuring Users’ abide by all applicable local, state, national and foreign laws applicable to Customer’s use of the Licensed Platform. Customer will notify LangChain immediately of any unauthorized use of, or access to, the Licensed Platform, and will use reasonable efforts to promptly stop any unauthorized access to or use of the Licensed Platform.
2.3 Self-Hosted Deployment Platform License Keys. Access to the Licensed Platform requires an authorized license key issued from LangChain. The license key may impose limits on the use of the Licensed Platform in accordance with the Subscription Metrics and other terms of the applicable Order Form. Customer shall not (or attempt to) destroy, disable, or circumvent in any way the license keys. If LangChain issues a new license key, Customer will not use the previous license key to access and/or enable the Licensed Platform. LangChain reserves the right to suspend access to the Licensed Platform upon ten (10) business days prior written notice in the event Customer or a User's use of the license keys is in breach of this Section 2.3.
2.4 License Restrictions. Customer may not directly or indirectly and may not authorize any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, ideas, algorithms, or associated know-how of the Licensed Platform, or reconstruct, or discover, any hidden or non-public elements of the Licensed Platform (except to the extent expressly permitted by applicable law notwithstanding this restriction); (b) translate, adapt, create derivative works from or modify the Licensed Platform, Documentation, or any portion of any of the foregoing; （c） sell, resell, license, sublicense, distribute, rent, or lease the Licensed Platform in a service bureau or outsourcing offering; (d) use the Licensed Platform to develop a similar or competing product or service; (e) publish benchmarks or performance information about the Licensed Platform; (f) transmit unlawful, infringing, harmful data or code (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Licensed Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operations) either to or from the Licensed Platform; (g) alter or remove any trademarks or proprietary notices contained in or on the Licensed Platform or Documentation; (h) circumvent or otherwise interfere with the Licensed Platform's operation, access or use restrictions or conduct any security or vulnerability test (without proper written authorization from LangChain); (i) use the Licensed Platform for High-Risk Activities, or (j) use the Licensed Platform in violation of this Agreement.
2.5 Changes to Licensed Platform. Subject to Subsection 6.2(b) below, LangChain may issue new releases for the Licensed Platform during the Subscription Term which may include Updates or other modifications which will be included in the Fees set out in the Order Form.
2.6 Beta Releases. From time to time, LangChain may invite Customer and Users to discuss or evaluate certain pre-release or beta releases on a trial basis (collectively "Beta Releases") of the Licensed Platform. Customer may accept or decline any such evaluation or trial. Beta Releases designated by LangChain “beta,” “pilot,” “non-production evaluation”, "design partner" or other similar designations) are solely for Customer’s internal evaluation purposes. If Customer opts into Beta Releases, Customer agrees to participate in usage and other testing and provide Feedback (as defined below) about the Beta Releases, as reasonably requested by LangChain. Beta Releases are not considered the Licensed Platform under this Agreement, may not be supported, and may be subject to additional terms as outlined in an Order Form. LangChain may discontinue Beta Releases at any time and may never make Beta Releases generally available. Beta Releases are provided “As Is” without express or implied warranty or indemnity. LangChain will have no liability for, and Customer hereby releases LangChain from any liability or damage arising out of or in connection with any Beta Releases.
2.7 Free Access Subscriptions. LangChain may provide Customer with access to the Licensed Platform for free or on a trial basis. LangChain makes no promises that any Free Access Subscriptions will be made available under the same commercial or other terms. LangChain may terminate Customer’s right to use any Free Access Subscriptions at any time in LangChain’s sole discretion without liability; provided that LangChain will use commercially reasonable efforts to provide Customer fifteen (15) days’ written notice (email to suffice) if LangChain elects to institute a fee for Customer’s access to the Licensed Platform or terminate Customer’s Free Access Subscription without cause. Any Free Access Subscriptions are provided by LangChain “AS-IS” and without any representations, warranties, performance, or support obligations.
2.8 Third-Party Products. Third-Party Products may be available to Customer in connection with the Licensed Platform. By opting to use these integrations to Third Party Products, Customer acknowledges that the Licensed Platform may transmit or exchange Customer Data with the Third Party Products as authorized by Customer. All exchanges will be visible in the Licensed Product as the Customer must supply proper authentication and authorization methods, often in the form of an access token. Third Party Products may be subject to the third-party provider's additional terms and may require an additional fee to such providers to use the Third Party Products. LangChain does not control and has no liability for Third Party Products, including their security, operation, functionality, or interoperability with the Licensed Platform.
2.9 Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and LangChain and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.
3. Fees and Payment
3.1 Fees. Customer will pay LangChain all fees as outlined in the applicable Order Form (“Fees”). Except as outlined in Section 6.2, all payment obligations are non-cancelable, and Fees paid are non-refundable.
3.2 Payment Terms. Except as otherwise outlined in the applicable Order Form, all Fees will be billed annually in advance. All invoices for Fees are due and payable within the time frame and in United States Dollars ("USD") outlined in the applicable Order Form, without deduction or setoff. Customer is responsible for providing complete and accurate billing and contact information to LangChain and notifying LangChain of any changes to such information. If Customer fails to pay any undisputed portion of a past due invoice within ten (10) business days after receiving notice that its account is overdue, LangChain may, without limiting its other rights and remedies, suspend access to or use of the Licensed Platform until such amounts are paid in full. LangChain will not be obligated to continue to provide access or use of the Licensed Platform without payment of applicable Fees. LangChain will reinstate access to the Licensed Platform without undue delay once all past due payments have been made. LangChain will not suspend access to the Licensed Platform while Customer is disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute.
3.3 Credit Card Payment Terms. If Customer elects to pay via credit card, then Customer is responsible for either (a) enabling auto-recharge on Customer’s payment instrument or (b) ensuring that Customer’s payment instrument has a sufficient positive balance to cover all Fees due. If, for any reason, Customer has a negative balance on its payment account or its payment services provider ("Payment Provider") declines to authorize payment for any reason, then LangChain reserves the right to suspend access to the Licensed Platform until all Fees are paid in full. Customer hereby authorizes LangChain to charge Customer’s designated credit card account (or other means of payment) for the Fees outlined in the corresponding Order Form. LangChain is not responsible for any handling, process, or related fees assessed by the Payment Provider.
3.4 Use of Purchase Orders. No additional or inconsistent terms of any purchase order, or other form provided by Customer, will modify or supplement this Agreement, regardless of any failure of LangChain to object to such terms, and any such additional or inconsistent terms in the purchase order will be void.
3.5 Taxes. Customer is responsible for any sales, use, Goods and Services Tax (GST), value-added, withholding, or similar taxes or levies that apply to its Orders Forms (identified or not), whether domestic or foreign (“Taxes”), other than taxes based on the net income, property, franchise, or employees of LangChain. Fees and expenses are exclusive of Taxes. In the event LangChain has the legal obligation to collect and pay Taxes, LangChain shall add the appropriate amount to Customer’s invoices and Customer will pay such Taxes pursuant to the payment terms in Section 3.2, unless Customer provides LangChain with a valid applicable tax exemption certificate.
3.6 Self-Hosted Deployment Record Keeping. For Self-Hosted Deployments, Customer shall provide a written verification of its actual usage of the Licensed Platform ("Usage Report") no more than once per year, either (a) within thirty (30) days before the end of the Initial Term (and each renewal term) or (b) upon at least thirty (30) days written notice from LangChain. Additionally, LangChain may require the Usage Report to be generated by running a LangChain-provided script or through automated telemetry data collected by LangChain's online license key, using available reporting capabilities within the Licensed Platform. If the Usage Report shows Customer has exceeded its Subscription Metrics as outlined in the Order Form, LangChain shall invoice Customer and Customer shall pay such usage overage under Section 3.1 above.
3.7 Purchases Through a Reseller. If Customer purchases a subscription to the Licensed Platform through a Reseller, the pricing and payment terms are between Customer and Reseller (“Reseller Terms”). Customer acknowledges: (a) all payments for the Licensed Platform procured via a Reseller will be made directly to the Reseller and per the Reseller Terms, and (b) if a Reseller notifies LangChain of its right to terminate or suspend access or use of the Licensed Platform, LangChain may terminate or suspend such access or use. LangChain will not be liable to Customer or any third party for any liabilities, claims, or expenses arising from or relating to any applicable Reseller Terms.
4. Proprietary Rights and License
4.1 Ownership; Reservation of Rights. As between LangChain and Customer, all rights, title, and interest in and to all intellectual property rights in the Licensed Platform and LangChain’s Confidential Information are and will remain owned exclusively by LangChain and its licensors. Ownership in all Updates, derivatives, modifications, new functionalities, enhancements, and customization related to the Licensed Platform created by or on behalf of LangChain will immediately vest in LangChain upon creation. Nothing in this Agreement will preclude or restrict LangChain from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Licensed Platform. Other than as expressly outlined in this Agreement, no license or other rights in or to the Licensed Platform or other LangChain intellectual property rights are granted to Customer, and all such rights are expressly reserved to LangChain and its licensors.
4.2 Customer Data. As between Customer and LangChain, Customer Data and Customer Confidential Information are and will remain owned exclusively by Customer, the User, or their licensors, as applicable. Customer warrants that it has all rights necessary to provide any information, data, or other materials that it provides hereunder. Customer hereby grants LangChain a limited-term license to utilize Customer Data as necessary for LangChain to provide the Licensed Platform in accordance with this Agreement and each Order Form executed hereunder. LangChain agrees that it will not use Customer Data and/or AI Content to train on, develop, or otherwise improve its products.
4.3 Operational Metadata. Customer agrees that LangChain may collect and use Operational Metadata to operate, maintain, improve, and support the Licensed Platform, including for diagnostics, analytics, system performance, and reporting purposes. LangChain will only disclose Operational Metadata externally if such data is (a) aggregated or anonymized with data across other customers, and (b) does not disclose the identity of Customer, Personal Data of its Users, or any Customer Confidential Information.
4.4 Feedback. To the extent that Customer or its Users provide any recommendations, suggestions, proposals, ideas, improvements, or other feedback regarding the Licensed Platform or Documentation (“Feedback”), Customer hereby grants LangChain an irrevocable, perpetual, royalty-free license to use, incorporate, and further develop such Feedback without any restrictions or attribution, provided that Customer is not identified as the source of such Feedback. LangChain acknowledges any Feedback is provided “as is” without warranties of any kind.
5. Confidentiality
5.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data, AI Content; Confidential Information of LangChain includes the Licensed Platform including any discussions or information related to any Beta Releases; and Confidential Information of each party includes the terms of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that the Receiving Party can demonstrate (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; （c）is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
5.2 Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and （c）except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, on condition that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, and accountants’ compliance with this “Confidentiality” Section. Upon the written request of the Disclosing Party, the Receiving Party will return or destroy all Confidential Information without undue delay, except for Confidential Information stored in routine back-up media and not accessible in the ordinary course of business or is otherwise required to be retained for Receiving Party’s legal, compliance, tax, or document retention purposes.
5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law to do so, on condition that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained (or the Disclosing Party does not seek such protective order or other remedy), the Receiving Party will use commercially reasonable efforts to furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and will request that such disclosed Confidential Information be treated confidentially. Receiving Party’s obligations under this Section 5 shall survive for as long as Disclosing Party’s Confidential Information remains in Receiving Party’s possession.
6. Representation, Warranties, Exclusive Remedies, Disclaimers
6.1 General Warranty. Each party represents and warrants (a) that it has validly entered into this Agreement and has the legal power to do so; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement, and （c）the execution, delivery and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
6.2 LangChain Limited Warranties. LangChain warrants that (a) the Licensed Platform will perform materially in accordance with the applicable Documentation; (b) LangChain will not materially decrease the overall functionality of the Licensed Platform during the current Subscription Term. Customer’s exclusive remedy and LangChain’s entire liability for a breach of the above warranties will be the correction of the deficient service that caused the breach of warranty, provision of comparable functionality, or, if LangChain cannot accomplish the foregoing in a commercially reasonable manner, Customer may terminate the deficient service and LangChain will refund Customer any prepaid Fees related to the Licensed Platform prorated for the remainder of the Subscription Term following notice of the breach of warranty.
6.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY OR ITS LICENSORS MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LANGCHAIN DOES NOT WARRANT THAT LICENSED PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR THAT ITS SECURITY MEASURES WILL BE SUFFICIENT TO PREVENT THIRD-PARTY ACCESS TO CUSTOMER DATA.
7. Indemnification
7.1 Indemnification by LangChain. LangChain will defend Customer from and against any third-party claim to the extent alleging that the Licensed Platform, when used by Customer as authorized in this Agreement, infringes a third party’s patent, copyright, trademark, or trade secret rights, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed to in settlement by LangChain resulting from the claim.
7.2 Indemnification by Customer. Customer will defend LangChain from and against any third-party claim to the extent resulting from Customer Data (when used by LangChain as authorized in this Agreement) including allegations that Customer Data infringes a third party’s patent, copyright, trademark or trade secret rights, and will indemnify and hold harmless LangChain against any damages or costs awarded against LangChain (including reasonable attorneys’ fees) or agreed to in settlement by Customer resulting from the claim.
7.3 Procedures. The indemnifying party’s obligations in this Section 7 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim, and （c） all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense. The indemnifying party may not settle any claim without the indemnified party’s prior consent if the settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Licensed Platform, when LangChain is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
7.4 Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as LangChain determines necessary to avoid material liability, LangChain may at its option: (a) procure rights for Customer’s continued use of the Licensed Platform, (b) replace or modify the allegedly infringing portion of the Licensed Platform to avoid infringement without reducing the Licensed Platform's overall functionality or （c） terminate the affected Order Form and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. LangChain’s obligations in Section 7.1 do not apply (1) to infringement resulting from Customer’s unauthorized modification of the Licensed Platform or use of the Licensed Platform in combination with items not specified in the Documentation or provided by LangChain (including Third-Party Products), (2) to infringement resulting from Licensed Platform other than the most recent release (for Self-Hosted Deployments), (3) to unauthorized use of the Licensed Platform, (4) if Customer settles or makes any admissions about a claim without LangChain’s prior consent, (5) if Customer continues to use the Licensed Platform (or any element thereof) after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement, or (6) to Beta Releases and/or Free Access Subscriptions. This Section 7 sets out Customer’s exclusive remedy and LangChain’s entire liability regarding infringement of third-party intellectual property rights.
Customer’s obligations in Section 7.2 do not apply (1) to infringement resulting from LangChain’s unauthorized modification of Customer Data, (2) to use of the Customer Data by LangChain not in compliance with this Agreement, (3) if LangChain settles or makes any admissions about a claim without Customer’s prior consent, (4) if LangChain continues to use the Customer Data (or any element thereof) after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement. This Section 7 sets out LangChain’s exclusive remedy and Customer’s entire liability regarding infringement of third-party intellectual property rights.
8. Limitation of Liability
8.1 Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH REGARD TO LIABILITY (A) FOR EITHER PARTY'S INTENTIONAL MISUSE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION, (B) FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, AND (C) ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING OUT OF THE SERVICES OR THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO LANGCHAIN UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM. EACH PARTY AGREES THAT THE FOREGOING IS AN AGREED ALLOCATION OF RISK AND IS A REFLECTION OF THE RIGHTS AND OBLIGATIONS AGREED UPON BY CUSTOMER AND LANGCHAIN IN THIS AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY.
8.2 Damages Exclusion. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COST OF COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9. Term and Termination
9.1 Term of Agreement. This Agreement will commence at the start of the initial Subscription Term and continue until terminated as permitted herein (the "Term"). If there are no active Order Forms, this Agreement shall automatically expire ninety (90) days following the termination or expiration of all Order Forms.
9.2 Subscription Term. The initial Subscription Term and any applicable renewal Subscription Term will commence and expire following the start date and end date outlined in the Order Form. Unless otherwise specified in an Order Form, a Subscription Term will automatically renew for one (1) year on the same terms, unless either party gives the other party written notice (email is sufficient) of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.
9.3 Suspension. LangChain may disable the Customer’s or any User’s access if, in LangChain’s reasonable determination, the Customer or any User (i) poses a security risk to the Licensed Platform, (ii) may adversely impact LangChain, the Licensed Platform or the networks or data of any other LangChain customer, business partner or service provider, or (iii) are in violation of applicable law or the terms of this Agreement including but not limited to Section 2.4 (License Restrictions). LangChain will provide as much notice as is reasonably practicable under the circumstances, and to reinstate the Customer’s and/or any User’s access to the Licensed Platform as soon as reasonably practicable following resolution of the issue.
9.4 Free Access Subscriptions. If Customer is accessing the Licensed Platform via a Free Access Subscription and has not otherwise agreed to purchase any other support or services, each party may terminate this Agreement upon written notice to the other party.
9.5 Termination. Either party may terminate this Agreement or any Order Form by written notice if the other party is in material breach of this Agreement, where such material breach is not cured within thirty (30) days after written notice of the breach from the non-breaching party, or with immediate effect where such material breach cannot be cured. For the avoidance of doubt, Customer’s noncompliance with Section 2,4 (License Restrictions) is deemed a material breach of this Agreement. This Agreement may be terminated by either party with immediate effect if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within forty-five (45) days.
9.6 Data Export & Deletion For Cloud Deployments.
(A) During a Subscription Term or within thirty (30) days thereafter upon Customer's written request (subject to Customer’s configured retention period), Customer may export Customer Data from the Cloud Deployments as described in the Documentation, provided that the thirty (30) day post-termination export right does not apply to Free Access Subscriptions.
(B) After termination or expiration of this Agreement, within thirty (30) days of the Customer’s written request, LangChain shall delete all Customer Data in its custody and control.
9.7 Effect of Termination. Upon the termination of this Agreement for any reason: (a) all outstanding Order Forms and access to the Licensed Platform will automatically terminate; (b) Customer and its Users will immediately cease access and use of the Licensed Platform, other than for retrieval purposes provided in above Section 9.6(A), as applicable; （c） all outstanding payment obligations of Customer will become due and payable immediately. Except where an exclusive remedy is provided herein, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
9.8 Surviving Provisions. The Sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Representation, Warranties, Exclusive Remedies, Disclaimers”, “Term and Termination,” “Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination or expiration of this Agreement, as well as any provision which by its nature or context is intended to survive termination or expiration.
10. General Provision
10.1 Publicity and Reference. Except as otherwise outlined in the Order Form, neither party may publicly announce this Agreement except with the other party's prior written consent or as required by applicable laws. However, LangChain may include Customer and its trademarks in LangChain's customer lists and promotional materials but will cease this use at Customer's written request.
10.2 Export Control. Each party will comply with all applicable Export Control and Sanctions Laws and Regulations in connection with providing and using the Licensed Platform. Without limiting the foregoing, (a) each party represents that it is not listed on any list of entities or individuals who are restricted from receiving U.S. services or items subject to U.S. jurisdiction (including but not limited to the Specially Designated Nationals and Blocked Persons List and the Entity List) nor is it owned or controlled by any such listed entity; (b) Customer will not, and will ensure that Users do not, violate any Export Control and Sanctions Laws and Regulations, or cause any such violation to occur; and (c) Customer will not use or cause any person to use the Licensed Platform to store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations.
10.3 Anti-Corruption. Neither party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other party in connection with this Agreement. Reasonable gifts, entertainment, sponsorships, and donations do not violate the above restriction.
10.4 U.S. Government Rights. If Customer, or any User, is a branch, agency, or instrumentality of the United States Government, the following provision applies: The Licensed Platform and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3.
10.5 Governing Law & Dispute Resolution. This Agreement will be governed by and construed under the laws of the State of Delaware without reference to conflict of laws principles. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever. The parties will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and the parties agree and consent to the exclusive jurisdiction and venue of such courts.
10.6 Notices. Notices must be in English, in writing and will be deemed given upon receipt, after being sent using a method that provides for confirmation of delivery (including through an automated receipt or by electronic log) to the postal address(es) or email address provided by a party. Email notices shall be deemed received the day after being sent in the absence of a message invalidating delivery. All notices will be given using the contact information with respect to each party set forth in the applicable Order Form or such other contact information as may be designated by a party by giving written notice to the other party pursuant to this Section. Billing communications will be addressed to LangChain at [email protected] or to Customer at the billing contact designated on each Order Form. Notices to LangChain must be copied to [email protected] to be effective.
10.7 Force Majeure. Neither party will be liable nor responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation elements of nature or acts of God, war, riots, civil disorders, rebellions, revolutions, pandemics or epidemics (or similar regional health crisis), actions or decrees of governmental bodies, acts or threats of terrorism, strikes, labor disputes, failure of utilities or telecommunications, or other causes beyond the reasonable control of the affected party (each a “Force Majeure Event”). The party suffering a Force Majeure Event will use reasonable efforts to mitigate against the effects of such a Force Majeure Event.
10.8 Assignment. Neither party may assign this Agreement, in whole or part, without the prior written consent of the other party, which will not be unreasonably withheld; however, either party may assign this Agreement without consent (a) to an Affiliate, or (b) in the event of a merger, corporate reorganization, or to a purchaser of a party’s business entity in the event of a sale of all or substantially all of its business or assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any other attempt to transfer a party’s rights or obligations under this Agreement is void.
10.9 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs in connection with such action.
10.10 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
10.11 Entire Agreement; Order of Precedence. This Agreement (together with any Order Forms, and linked terms) contains the entire agreement of the parties concerning the subject matter of this Agreement and supersedes all prior communications, representations, agreements, and understandings, either oral or written, between the parties concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence will be (1) the DPA, (2) the applicable Order Form, (3) this Agreement, and (4) any links provided herein.
10.12 Modifications. Any amendment or modification to this Agreement or any Order Form must be in writing and executed by both parties to be effective. Except for the Order Form, no terms or conditions set forth in any confirmation, acceptance, written or oral communication, purchase order, or any other similar document will modify or supplement this Agreement or have any force or effect whatsoever unless signed by both parties.
10.13 Special Terms for Free Access Subscriptions and Plus Plans. Notwithstanding any contrary terms in Section 10.12, and only with respect to Customers on a Free Access Subscription or the Developer, Plus, Startup plan, or any plan commonly known as a “self-service plan”, LangChain may modify this Agreement at any time by posting such modification in the Licensed Platform or by providing Customer notice of such update, and any such modification shall automatically go into effect thirty (30) days after notice is given or it is so posted. If Customer does not agree to the terms of any such modification, Customer's sole remedy is to provide LangChain with written notice during such thirty (30)-day period of Customer's objection and desire to terminate the Agreement, in which case the Agreement will terminate on the last day of such thirty (30)-day period. By continuing to use the Licensed Platform after any such modification goes into effect, Customer agrees to the terms of any such modification; for clarity, this Section 10.12 shall not apply to Customers purchasing any plan commonly known as an “enterprise plan”.
10.14 Miscellaneous. If a provision of this Agreement is unenforceable or invalid, the provision will be revised to best accomplish the objectives of the parties as evidenced by this Agreement, and the remainder of this Agreement will continue in full force. This Agreement and all related documents are and shall be in the English language only, which language is controlling in all respects, and all versions of this Agreement in any other language are for accommodation only and will not be binding on the parties. Waiver of any term of this Agreement or forbearance to enforce any term by either party will not constitute a waiver as to any subsequent breach or failure of the same term, or a waiver of any other term of this Agreement. There are no third-party beneficiaries to this Agreement.